Corporate Governance GM is governed by its Board of Directors that meets throughout the year. The Board is elected by GM’s shareholders to oversee and provide guidance on GM’s business and affairs. It is the ultimate decision-making body of the company, except for those matters specifically reserved to shareholders. Among other things, the Board oversees company strategy and execution of the strategic plan. In addition, it oversees management’s proper safeguarding of the assets of the company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations and proper governance. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable GM to operate its business responsibly, sustain our success and build long-term shareholder value. The Board also works with management to integrate environmental, social and governance (ESG) principles into the company’s business strategy. This includes agenda items and discussions related to ESG topics at Board and committee meetings. Leadership Structure Currently, the Board is led by our Chair and CEO, Mary Barra, whose role as Board Chair is complemented by that of our Independent Lead Director, Patricia Russo. The Board is comprised of 13 members, all but one of whom—Ms. Barra—are independent, as defined by the Board’s Corporate Governance Guidelines, which reflect the independence standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission. The Board has the flexibility to decide when the positions of Board Chair and CEO should be combined or separated and whether a GM executive or an independent director should be Board Chair. This allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders at any particular time. At this time, the Board continues to believe that Ms. Barra’s in-depth knowledge of GM’s business and vision for the future bring focused leadership to the Board. Therefore, combining the role of Chair and CEO and electing a strong Independent Lead Director results in the optimal Board leadership structure for GM at this time. Governance Best Practices and Shareholder Protections The Board has adopted governance structures and policies that it believes promote Board independence and protect the interests of shareholders. These structures and policies include, among others: • Independence of 12 out of 13 directors. • Strong Independent Lead Director empowered with clearly delineated duties. • Annual election of all directors. • Majority voting with director resignation policy in uncontested elections. • Annual review of the Board’s leadership structure by the independent directors. • Proxy access and shareholder right to call special meetings. • No poison pill or dual-class shares. Skip Navigation Introduction Reducing Emissions Design for Environment Technology Customers Safety Diverse Workforce Human Rights Supply Chain Communities Governance 2021 SUSTAINABILITY REPORT 105