General Motors Corporation: Audit Committee of the Board of Directors Charter in Visual Studio .NET

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General Motors Corporation: Audit Committee of the Board of Directors Charter
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soundness, compliance with regulations of the Office of the Comptroller of the Currency (OCC) relating to fiduciary activities, and compliance with other regulatory authorities As the Qualified Legal Compliance Committee (QLCC), review and discuss any reports received from attorneys with respect to securities law violations and/or breaches of fiduciary duties which were reported to the General Counsel or the Chief Executive Officer and not resolved to the satisfaction of the reporting attorney Discuss policies with respect to risk assessment and risk management, including GM s major financial and accounting risk exposures and the steps undertaken to control them
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The Committee may diverge from this list as appropriate if circumstances or regulatory requirements change In addition to these activities, the Committee will perform such other functions as necessary or appropriate under law, stock exchange rules, GM s certificate of incorporation and Bylaws, and the resolutions and other directives of the Board The Committee may obtain advice, assistance, and investigative support form outside legal, accounting, or other advisors as it deems appropriate to perform its duties, and GM shall provide appropriate funding, as determined by the Committee, for any such advisors
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APPENDIX
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Board Evaluation Tool: NACD Sample Board SelfAssessment Questionnaire*
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Use this scale in your response: 1 = Strongly Disagree 2 = Disagree 3 = Undecided 4 = Agree 5 = Strongly Agree
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Evaluation Question OVERALL 1 2 The board is firmly committed to being held accountable The board has critiqued, questioned, and approved management s corporate strategy The board can clearly articulate and communicate the company s strategic plan 1 1 2 2 3 3 4 4 5 5
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*Reprinted with permission from Board Evaluation: Improving Director Effectiveness, a publication of the National Association of Corporate Directors, Washington, DC (wwwnacdonlineorg)
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APPENDIX C
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Evaluation Question OVERALL 4 The board ensures superb operational execution by management The board focuses on management succession and aligns CEO leadership with the company s strategic challenges The board and the compensation committee foster an aggressive value-driven and performance-oriented culture that aligns officer compensation with longterm performance and innovation The board is knowledgeable about competitive factors, including customer satisfaction The board ensures that the management team is responsive to market forces The board is strategically involved in merger and acquisition discussions, and ensures management s execution in those areas THE RIGHT PEOPLE 10 The board s independent directors have a wide range of talents, expertise, and occupational and personal backgrounds The company s outside directors are independentminded in dealing with company issues 1 2 3 4 5 1 2 3 4 5
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Evaluation Question THE RIGHT PEOPLE 12 The board is intolerant of mediocrity in management and board effectiveness Directors do what is best for the corporation and shareholders regardless of countervailing pressure THE RIGHT CULTURE 14 The board encourages a culture that promotes candid communication and rigorous decision making Directors and managers work together to achieve constructive interaction a healthy atmosphere of give and take THE RIGHT ISSUES 16 The board focuses on activities that will help the company maximize shareholder value The board consistently focuses on corporate strategy The board and management act in concert, while showing fidelity to their respective roles THE RIGHT INFORMATION 19 Directors study and understand relevant information in order to spend their time effectively and make informed decisions Director requests for information are reasonable in amount and time frame, enabling thorough and prompt replies 1 2 3 4 5 1 2 3 4 5 1 2 3 4 5 1 2 3 4 5
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17 18
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APPENDIX C
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Evaluation Question THE RIGHT PROCESS 21 The board has composed a description of specific duties, goals, and objectives, and measures its performance against those responsibilities The board has designated an independent committee to monitor board composition and operations THE RIGHT FOLLOW-THROUGH 23 The board effectively follows through on its recommendations developed during the evaluation process Evaluations lead to a clearer understanding of what the board must do to become a strategic asset The full board agrees on and approves actions to address areas in need of improvement The board initiates actions, plans with specific time lines for implementation of recommendations, and monitors progress 1 2 3 4 5 1 2 3 4 5
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