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General Motors Board of Directors of the Company Corporate Governance Guidelines

Author: LiangNeng From: www.yourpaper.net Posted: 2007-11-19 23:34:36 Read:
(-) the mission of the General Motors Board of Directors of the Company
The board of directors of General Motors Corporation (GM) on behalf of the company owners are responsible for continuing a successful business operations, including the optimal long-term financial returns in a manner to ensure that the results management company, which is a positive rather than a negative responsibility. The Board has the responsibility to ensure that management is not only in good times and in the face of adversity can perform its duties. The responsibility of the Board of Directors on a regular basis to the management policy and decision-making, including the effectiveness of the implementation of the strategy to monitor.
In addition to fulfill the responsibility of the increase in shareholder value, the Board of GM customers, employees, suppliers and the company has the business community are responsible - they are critical to successful business operations. All of these responsibilities are based on the success of our business and to continue as a going concern.
(b) on the important matters of corporate governance guidelines
1. The selection and composition of the Board of directors
(1) The Board criteria for membership. The directors Commission the responsibility of each year with the Board to reconsider the appropriate skills and characteristics of Board members required in the context of the current composition of the Board. This assessment should include diversity, age, skills (such as understanding of manufacturing technology, international background, etc.) matters, everything in a timely assessment of the Board of Directors at a particular point on the background of the need.
(2) the selection of new directors and familiar. Board itself should be responsible for the selection of its members and alternate recommendation to the shareholders, the Board authorized the review process to the best of the Directors' Affairs Committee and chairman and CEO of the direct involvement of. Board of Directors and a complete set of new directors familiar with the company, including the provision of background materials, and senior management meetings and visits to the plant facilities.
(3) to the directors to issue the invitation to join the Board. Invited to join the Board shall be appointed by the Board, the Board Chairman of the Commission (chairman and CEO of the same person), Chairman and CEO issued.
2 leaders of the board of directors.
(L) the selection of the chairman and CEO. The Board of Directors shall free to make the most beneficial to the company at a given moment. Accordingly, the Board is not required in one way or another whether the roles of CEO and chairman should be separate and should be separated, the chairman of the board from the non-employee directors or select from the employee directors.
(2) The Directors Leadership concept. The Board has adopted a policy, the outside directors to elect a director to assume the responsibility of hosting the external routine meeting of the directors or assume other responsibilities specified by the outside directors as a whole at different times. Currently, this role is to serve as non-executive chairman of the officials. If the company's chairman is an employee of the company, another director shall be selected to serve this role.
3 board composition and performance
(1) the size of the board of directors. The Board currently consists of 13 people, the Board is willing to expand to a larger scale to accommodate excellent candidate.
(2) a combination of internal and external directors. The Board believes that the independent directors in accordance with the policy, GM's board of directors shall be the majority, in addition to the CEO, the Board also willing to allow management to hold office as a director. However, the Board is of the view that management should enable senior managers to recognize the members of the Board is not leading to higher management positions necessary or prerequisite. Executives other than the CEO is also regularly participate in meetings of the Board, even though they are not members of the Board.
On corporate governance issues, the Board assumes that decisions should be made by the external directors, including:
(1) constitute the board of directors of the definition of the independence of outside directors. The "rules" defined by GM's independent directors by the Board of Directors approved in January 1991. The Board believes that does not exist can affect has been identified as an independent director of the independence of the relationship between the outside directors with GM companies. Directors Affairs Committee to review annually whether or not to comply with the "rules".
(2) The membership of the Board of Directors of the former CEO. The Board is of the view that this is a particular case should be treated individually. Usually When the abdication CEO, he should also be submitted to the Board his resignation. Whether the person continues to remain as a director is the CEO of the new term should be discussed with the Board.
Former CEO vote of the Board of Directors on corporate governance issues are considered inside directors.
(3) Change the current duties of directors. The Board is of the view that change when they were elected any individual Director shall submit his resignation to the Board. The Board does not consider the change in each case to the Board as work or retirement of directors must leave the board. Director Affairs Committee in relation to the case of members of the Board of the Directors in office suitable for consideration.
(4) The term limits. The Board does not believe it should establish term limits, term limits can help the Board to acquire new perspectives and views, but it lost over a period of time have in-depth understanding of the company and its operation and, therefore, for the entire board of directors large contribution Directors. Instead of term limits for directors Commission in consultation with the CEO and Chairman of the Board, a formal review every five years whether to remain in office for each director. This provides an opportunity for each director to decide whether they are willing to continue as a board member.
(5) the retirement age. The Board is of the view that the 70-year-old is a suitable retirement age. of the (6) is the remuneration of the board of directors for consideration. The company's staff report annually to the Commission of Directors once GM Board remuneration for the situation compared with other large U.S. companies reward standard, this approach is appropriate, as part of the total compensation of the directors and the direct link for the creation and performance of the company The Board considers that the Directors Compensation and a considerable portion of the Company's common stock to pay. Changes in the remuneration of directors, if any, shall be recommended by the directors Commission, by the Board of Directors fully discussed and agreed.
(7) outside directors executive session. The outside directors of the Board will be held three times a year executive session, including every discussion with the CEO.
(8) to evaluate the performance of the board of directors. Director Affairs Committee responsible for the annual report to the Board its performance assessment. The results of the assessment will be discussed with the entire Board of Directors, after each financial year and report to the Board membership criteria.
This assessment is the contribution of the Board as a whole, that make greater contributions to the Special Review Board and management. Its purpose is to improve the efficiency of the board of directors, rather than for individual directors.
(9) the board of directors and institutional investors, the media, customers and other interactions. The Board considers that the management on behalf of the GM companies, individual members of the Board may at different times last meeting with the various groups associated with GM management requirements and interact with. If the comments of the Board are appropriate, they should be in most cases from the Chairman of the Board.
4 the relationship between the board of directors and senior managers
(1) non-director staff participation in Board meetings on a regular basis. The Board welcomes non-members of the Board of the president's cabinet to participate in a meeting of the Board on a regular basis. If the CEO wants other people often take part in the meeting, the proposal should be brought to the Board for discussion.
(2) The route of exposure of the Board of Directors and senior management personnel. Board members have a way to contact GM management. We assume that the members of the Board will be applied to determine ensure that this contact will not affect the company's business operations, and this link is written, it should copy to the CEO and chairman of the board. In addition, the Board encourages management often let subordinate managers to participate in a meeting of the Board: individuals involved in certain areas can provide additional insights on the issues discussed. Future potential managers, senior managers believe that they should be allowed to experience the proceedings of the Board.
5. Proceedings of
(1) The Board meeting agenda choice. CEO and chairman of the board (if not one) for every Board meeting to set an agenda for each Board member can freely recommended that the agenda should include the project.
(2) The Board material distributed in advance. The Board is of the view that the Board understand the business-critical information and data should be circulated in writing before the meeting of the Board of Directors, the management will do everything to make these data is simple and can provide the necessary information.
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