*Reprinted with permission of the General Motors Corporation in .NET framework

Creating PDF 417 in .NET framework *Reprinted with permission of the General Motors Corporation
*Reprinted with permission of the General Motors Corporation
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APPENDIX B
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Committee member are in addition to those required of a director Each Committee member shall be an independent director as determined in accordance with the Corporation s Bylaws and as defined by all applicable laws and regulations All members of the Committee shall be financially literate and the Committee will have at least one member qualified as an audit committee financial expert as defined by applicable regulations
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Meetings The Committee shall meet approximately six times annually Periodically, it shall meet in executive sessions with management, the General Auditor, the independent accountants, and other GM management members Annually, it shall meet at its discretion with representatives of GM s major subsidiaries regarding their systems of internal control, results of audits, and integrity of financial reporting The Committee shall periodically meet in executive session absent GM management The Committee shall maintain independence both in establishing its agenda and directly accessing management of GM and its subsidiaries Annually, the Committee will reassess the adequacy of this charter, evaluate its performance, and report these and other actions to the Board of Directors with any recommendations
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Responsibilities and Duties Financial management is responsible for preparing financial statements and related disclosures and communications; the Committee s primary responsibility is oversight To carry out this responsibility, the Committee shall undertake the following common recurring activities: Financial Statements Discuss with management and the independent accountants the annual audited financial statements and quarterly financial statements prior to filing including Management s Discussion and Analysis of Financial Condition and Results of Operations, GM s
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General Motors Corporation: Audit Committee of the Board of Directors Charter
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earnings announcements as well as financial information and earnings guidance provided to analysts and rating agencies (NYSE), and the results of the independent accountants reviews; these discussions may be general, covering types of information to be disclosed and the type of presentation to be made, and need not take place in advance The Committee may be represented by the Chair or a subcommittee to review earnings announcements Review critical accounting policies, financial reporting and accounting standards and principles (including significant changes to those principles or their application), and key accounting decisions and judgments affecting the Corporation s financial statements The review shall include the rationale for such choices and possible alternative accounting and reporting treatments Review the effect of regulatory initiatives and unusual or infrequently occurring transactions, as well as off-balance sheet structures, on the financial statements Review with the independent accountants difficulties in performing the audit or disagreements with management Review GM s financial reporting processes, including the systems of internal control, and the independent accountant s audit of GM s internal controls Discuss with the independent accountants the matters required to be discussed by Statement on Auditing Standards No 61 relating to the conduct of the audit Review any disclosure of significant deficiencies in the design or operation of internal controls and any special audit steps adopted
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Independent Accountants Select, evaluate, and, if appropriate, terminate or replace the independent accountants (The Committee s selection shall be annually submitted to the Board for approval and to the stockholders for ratification) The independent accountants are accountable to the Committee The Committee shall approve the audit engagement and pre-approve any other services to be provided by the independent accountants Annually review reports by the independent accountants describing: their internal quality control procedures; any material issues
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APPENDIX B
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raised by the most recent internal quality control review, peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the independent accountants and GM Ensure that rotation of the independent accountants audit partner satisfies regulatory requirements, and set policies about hiring current or former employees of the independent accountants Review and discuss with the independent accountants the annual statement required by the Independence Standards Board (ISB) Standard No 1 Review and discuss the scope and plan of the independent audit
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Internal Audit Review the performance of the internal audit department including the objectivity and authority of its reporting obligations, the proposed audit plans for the coming year, and the results of internal audits Review and concur in the appointment and dismissal of the General Auditor Legal, Compliance, and Risk Management Establish procedures for reviewing and handling complaints or concerns received by GM regarding accounting, internal accounting controls, or auditing matters, including enabling employees to submit concerns confidentially and anonymously, and review management s disclosure of any frauds that involve management or other employees who have a significant role in internal control Review procedures and compliance processes pertaining to corporate ethics and standards of business conduct as embodied in GM s policy, Winning With Integrity: Our Values and Guidelines for Employee Conduct Review policies and procedures with respect to officers expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditors or the independent accountants Review the assessment of management regarding compliance with laws and regulations designated by the Federal Deposit Insurance Corporation (FDIC) as being essential for safety and
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