Board Committees and ESG Each year, in connection with the review of its committee charters, the Board updates the committees’ oversight responsibilities as necessary. In 2021, the Board updated each charter to delegate specific ESG responsibilities to each committee. Below is a summary of these charter updates along with other highlights of the committees’ ESG-related responsibilities and practices: CORPORATE GOVERNANCE CONT. Governance and Corporate Responsibility Committee • Responsible for ESG initiatives, strategies and policies that have a material impact on the company. • Tracks an ESG scorecard and conducts annual reviews of ESG reporting standards, lobbying activities, corporate philanthropy and human rights (including responsible sourcing practices and policies). • Responsible for the Board’s shareholder engagement program. • Starting in 2022, reviews and approves the Sustainability Report. Audit Committee • Beginning in 2021, reviews the disclosure process and control procedures over ESG disclosures. • Starting in 2022, reviews and approves the Sustainability Report. • Oversees the Internal Audit Function, General Motors Audit Services (GMAS), which provides independent, objective assurance on the effectiveness of risk management, internal controls and governance processes within GM. GMAS’ annual audit plan includes coverage of controls around ESG disclosures as well as workplace and vehicle safety, ethics and compliance, environmental and cyber risks. Executive Compensation Committee • Starting in 2022, will (i) make an annual determination as to whether the company’s ESG and sustainability goals and milestones are effectively integrated into the compensation programs; (ii) review compensation plans for executives to confirm the alignment related to GM’s sustainability risks and opportunities; and (iii) with respect to the annual shareholder say-on-pay vote, consider shareholder feedback relative to the alignment of GM’s sustainability goals. Finance Committee • Reviews changes to our shareholder composition, including the impact of ESG- oriented investors. Risk and Cybersecurity Committee • Reviews GM’s strategic, operational and cybersecurity risks, including workplace safety, vehicle cybersecurity safety, climate change and privacy risk. • Considers climate change as part of its key strategic and operational risk management framework. Skip Navigation Introduction Reducing Emissions Design for Environment Technology Customers Safety Diverse Workforce Human Rights Supply Chain Communities Governance 2021 SUSTAINABILITY REPORT 107
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