cg guidelines_08 03 10 (final)

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Adopted July 10, 2009Revised August 3, 2010

GENERAL MOTORS COMPANY BOARD OF DIRECTORS

CORPORATE GOVERNANCE GUIDELINES

(INDEX) Introduction

1) Board Mission and Responsibilities

Selection and Composition of the Board

2) Initial Board Composition under Stockholders Agreement3) Board Membership Criteria4) Board Membership Selection5) Extending the Invitation to a Potential Director to Join the Board6) Majority Voting in Board Elections7) Director Orientation and Continuing Education

Board Functioning

8) Selection of the Chairman of the Board and Role of Lead Director9) Size of the Board

10) Mix of Management and Independent Directors11) Board Definition of What Constitutes Independence for Directors12) Former Chief Executive Officer Board Membership

13) Directors Who Change Their Present Job Responsibility14) Limits on Outside Board Memberships15) Meeting Attendance16) Retirement Age and Term Limits17) Board Compensation18) Loans to Directors and Executive Officers19) Executive Sessions of Non-Management Directors20) Access to Outside Advisors21) Assessing the Board’s Performance22) Ethics and Conflicts of Interest23) Confidentiality24) Board’s Interaction with Advisors, Institutional Investors, Media, Customers, etc.

Board Relationship to Senior Management

25) Regular Attendance of Non-Directors at Board Meetings26) Board Access to Senior Management

Meeting Procedures

27) Selection of Agenda Items for Board Meetings28) Board Materials Distributed in Advance29) Board Presentations

Committee Matters

30) Board Committees31) Committee Performance Evaluation32) Assignment and Rotation of Committee Members33) Frequency and Length of Committee Meetings34) Committee Agenda

Leadership Development

35) Formal Evaluation of the Chief Executive Officer36) Succession Planning37) Management Development



- 1 - Adopted July 10, 2009Revised August 3, 2010

GENERAL MOTORS COMPANY BOARD OF DIRECTORS

CORPORATE GOVERNANCE GUIDELINES

Introduction

The Board of Directors of General Motors Company (“GM” or the “Company”) acting on therecommendation of its Directors and Corporate Governance Committee, has adopted thefollowing Corporate Governance Guidelines to promote the effective functioning of the Boardand its committees and to set forth a common set of expectations as to how the Board shouldperform its functions. These Guidelines are in addition to, and should be interpreted inaccordance with, any requirements imposed by federal or Delaware law, the New York Stock Exchange (the “NYSE”), and the Certificate of Incorporation and Bylaws of the Company, eachas amended. The Directors and Corporate Governance Committee periodically reviews theseGuidelines in light of evolving circumstances and recommends changes to the Board asappropriate.

1) Board Mission and Responsibilities

The General Motors Board of Directors (the “Board”) represents the owners’ interest in

perpetuating a successful business, including optimizing long-term financial returns. TheBoard is responsible for determining that the Company is managed in such a way toensure this result while adhering to the laws of the jurisdictions within which it operatesand observing high ethical standards. This is an active, not a passive, responsibility. TheBoard has the responsibility to ensure that in good times, as well as difficult ones,management is capably executing its responsibilities. The Board recognizes thatstockholders' long-term interests will be advanced by responsibly addressing the concernsof other stakeholders essential to the Company’s success, including customers,

employees, suppliers, government officials and the public at large.

The business of GM is conducted by management under the oversight of the Board. Theroles of the Board and management are related, but distinct. GM’s business strategy is

developed and implemented under the leadership and direction of the Chief ExecutiveOfficer (the “CEO”) by its officers and other employees. The members of the Board areelected by the stockholders to oversee management’s performance on behalf of the

stockholders and act as advisers and counselors to the CEO and senior management. In performing its general oversight function, the Board reviews and assesses GM’s strategicand business planning as well as management’s approach to addressing significant risks

and challenges facing the Company. As part of this function, the Board reviews and

discusses reports regularly submitted to the Board by management with respect to GM’s performance, as well as significant events, issues and risks that may affect GM’s business

or financial performance. In performing its oversight function, the Board and its memberswill maintain frequent, active and open communication and discussions with the CEOand the management of GM.




Selection and Composition of the Board

2) Initial Board Composition under Stockholders Agreement

Prior to an initial public offering (“IPO”), nominations for the election of directors maybe made only by the Board, consistent with the Stockholders Agreement. Following anIPO, nominations for the election of directors shall be made by the Board in accordancewith the Stockholders Agreement and pursuant to recommendations by the Directors andCorporate Governance Committee, or by any stockholder entitled to vote for the electionof directors who complies with the requirements of applicable law and of the Company’s

Bylaws.

3) Board Membership Criteria

The Directors and Corporate Governance Committee is responsible for reviewing with

the Board, on an annual basis, the appropriate skills and characteristics required of Boardmembers in the context of the current make-up of the Board. Final approval of acandidate is determined by the full Board. In assessing potential new directors, theCommittee considers individuals from various disciplines and diverse backgrounds. Theselection of qualified directors is complex and crucial to GM’s long-term success.Potential Board candidates are evaluated based upon various criteria, such as (1) theirbroad-based business, governmental, non-profit, or professional skills and experiencesthat indicate whether the candidate will be able to make a significant and immediatecontribution to the Board’s discussion and decision-making in the array of complexissues facing the Company; (2) exhibited behavior that indicates he or she is committedto the highest ethical standards and the values of the Company; (3) special skills,

expertise, and background that add to and complement the range of skills, expertise, andbackground of the existing directors; (4) whether the candidate will effectively,consistently, and appropriately take into account and balance the legitimate interests andconcerns of all our stockholders and other stakeholders in reaching decisions; and (5) aglobal business and social perspective, personal integrity, and sound judgment. Inaddition, directors must have time available to devote to Board activities and to enhancetheir knowledge of GM and the global automotive industry. To assist in the identificationand evaluation of qualified director candidates, the Company on occasion has engaged asearch firm.

The Directors and Corporate Governance Committee annually reviews the membership

criteria and modifies them as appropriate.

4) Board Membership Selection

The Board itself is responsible, in fact as well as procedure, for selecting its ownmembers and in recommending them for election by the stockholders. The Boarddelegates the screening process involved to the Directors and Corporate GovernanceCommittee with direct input from the Chairman, other members of the Board and senior




Within four business days following acceptance or rejection of the resignation, theCompany will file a report with the U.S. Securities and Exchange Commission onForm 8-K in which it will publicly disclose its decision and set forth in reasonable detailthe rationale relied upon by the Board in making that decision.

If all directors are unsuccessful incumbents following an annual or special meeting of

stockholders (or solicitation of written consent of stockholders), the incumbent Boardwill nominate a new slate of directors and, within 180 days after the certification of thestockholder vote, hold a special meeting for the purpose of electing a Board of Directors.In such circumstances, the incumbent Board will continue to serve until new directors areelected and qualified.

Pursuant to Bylaw 2.2(h), prior to an IPO any director may be removed from office, withor without cause, by the affirmative vote of the holders of at least a majority of the votingpower of all outstanding shares entitled to vote at the election of directors, except asotherwise provided by General Corporation Law of Delaware. Following the IPO, anydirector may be removed from office, only with cause, with a majority of votes as

described above.

7) Director Orientation and Continuing Education

The Board and management conduct an orientation process for new directors to becomefamiliar with the Company’s business plans, financial matters, strategies, challenges,vision, core values, culture, ethics, compensation and corporate governance practices, andother key policies and practices through a review of background material and meetingswith senior management. In addition, directors are encouraged to visit GM facilities andauto shows. The Board also recognizes the importance of continuing education for itsdirectors and is committed to provide such education in order to improve both Board and

committee performance. The Board acknowledges that director continuing educationmay be provided in a variety of different forms including: external or internal educationprograms, presentations or briefings on particular topics, educational materials, meetingswith key management and visits to the Company’s facilities. It is the responsibility of theDirectors and Corporate Governance Committee to advise the directors about theircontinuing education on subjects that would assist them in discharging their duties,including leading-edge corporate governance issues. Directors are encouraged to attend,at GM’s expense, continuing education programs sponsored by educational and otherinstitutions.

Board Functioning

8) Selection of the Chairman of the Board and Role of Lead Director

The Board should be free to choose a Chairman of the Board in the way that seems bestfor the Company at a given time. Therefore, the Board does not have any policy whetheror not the role of the Chairman and CEO should be separate or combined and, if it isseparate, whether the Chairman should be an employee or a non-employee director.




At any time when the Chairman is not an independent director as described in Guideline11, the Board will designate one of its independent directors to be Lead Director. TheLead Director will have the duties assigned by the Board, which may include:

Chairing executive sessions of non-management directors;

Developing agendas for executive sessions of the Board in consultation with theChairman and other Board members;

Leading the non-management directors in the annual evaluation of the performance of the Chairman and CEO and communicating that evaluation to him and managementsuccession plans;

Reviewing Board meeting agendas, schedules, materials recommended by theChairman for concurrence;

Serving as liaison between non-management directors and the Chairman (although allnon-management directors are encouraged to freely communicate with the Chairmanat any time); and

Serving as the Board’s liaison for consultation and communication with majorstockholders

9) Size of the Board

Under section 2.1 of GM’s Bylaws, subject to the provisions of the Certificate of Incorporation and any certificates of designation for preferred stock, the Boarddetermines the number of directors from time to time. The size of the Board is reassessedat least annually by the Directors and Corporate Governance Committee to determine if adifferent number would be more effective. If any of the Board’s nominees is unable toserve as a director, or if any director leaves the Board between annual meetings of stockholders, the Board may reduce the number of directors by resolution or elect areplacement director upon the recommendation of the Committee.

10) Mix of Management and Independent Directors

The Board believes that as a matter of policy, there should be a substantial majority of independent directors on the GM Board (as defined in Bylaw 2.10). The Board believesthat management should encourage senior managers to understand that Boardmembership is not necessary or a prerequisite to any higher management position in theCompany. Senior executives other than the CEO currently attend Board meetings on aregular basis at the invitation of the Chairman even though they are not members of the

Board.

On matters of corporate governance, while the Board assumes decisions will be made bythe non-management directors, input in any policy formulation and discussion fromdirectors who are employees is welcome and expected unless the issue involves an actualconflict of interest with such directors.




11) Board Definition of What Constitutes Independence for Directors

At least two-thirds of the Board is comprised of directors who qualify as independentunder the Listing Standards of the NYSE. The Directors and Corporate GovernanceCommittee reviews annually its compliance with Bylaw 2.10. The Bylaw defines the

term “Independent Director” as qualifying as independent within the meaning of Rule303A.02 of the NYSE Listed Company Manual (or any successor provision), whether ornot any of the shares of common stock are then listed on the NYSE.

Prior to each annual meeting of stockholders, the Directors and Corporate GovernanceCommittee assesses the independence of each director and individual nominated forelection to the Board and makes recommendations to the Board as to his or herindependence. As part of this analysis, the Committee must review and concludewhether each director who is not currently an employee of the Company (1) satisfies thequantitative independence criteria incorporated by reference in Bylaw 2.10 and (2) is freefrom any qualitative relationship that would interfere with the exercise of independent

judgment.

For a director to be considered independent, the Board must make an affirmativedetermination that the director does not have any material relationship with GM otherthan as a director. In assessing materiality of a director’s relationship to GM, the Board

considers all relevant facts and circumstances in making an independence determination,and not merely from the standpoint of the director, but also from that of persons ororganizations with which the director has an affiliation.

An independent director must satisfy all of the following criteria:

During the past three years, the Company has not employed the director, and has notemployed (except in a non-executive capacity) any of his or her immediate familymembers.

During any twelve-month period within the last three years, the director has notreceived more than $120,000 in direct compensation from the Company other thandirector fees or other forms of deferred compensation. No immediate familymembers of the director have received any compensation other than for employmentin a non-executive capacity.

(a) The director or an immediate family member is not a current partner of a firm thatis the Company’s internal or external auditor; (b) the director is not an employee of such a firm; (c) the director does not have an immediate family member who is a

current employee of such a firm and personally works on the Company’s audit; or (d)the director or an immediate family member was not within the last three years apartner or employee of such a firm and personally worked on the Company’s auditwithin that time.

During the past three years, neither the director, nor any of his or her immediatefamily members, has been part of an “interlocking directorate” in which an executive

officer of the Company serves on the compensation (or equivalent) committee of




another company that employs the director.

During the past three years, neither the director, nor any of his or her immediatefamily members, has been employed (except, in the case of family members, in acapacity other than an executive officer) by a significant supplier or customer of theCompany or any affiliate of such supplier or customer. For the purposes of this

standard, a supplier or customer shall be considered significant if its sales to, orpurchases from, the Company represent the greater of $1 million or 2 percent of theCompany’s or the supplier’s or customer’s consolidated gross revenues.

In addition, to satisfying all of the foregoing requirements, a director or nominee maynot be considered independent if he or she has, in the judgment of the Board, any othermaterial relationship with GM other than serving as a director, that would interfere withthe exercise of his or her independent judgment.

Each independent director will notify the Chairman, as soon as practicable, of anyevent, situation or condition that may affect the Board’s evaluation of his or her

independence.

12) Former Chief Executive Officer Board Membership

The Board believes that it is preferable that the CEO and other senior executives of GMnot serve on the Board following retirement from GM.

13) Directors Who Change Their Present Job Responsibility

When a director’s principal occupation or business association changes substantially fromthe position he or she held when originally invited to join the Board, the director will tender a letter of resignation to the Chairman or the Corporate Secretary. The Directorsand Corporate Governance Committee will review whether the new occupation, orretirement, of the director is consistent with the guidelines for Board membership and thespecific rationale for originally selecting that individual. The Committee will decidewhether to accept the director’s resignation based on the factors that it considers relevant,which may include the circumstances of the change in employment and the director’s

experience with the Board and contributions to the Board’s diversity of backgrounds and

viewpoints, as well as whether the director was designated for nomination by astockholder of the Company.

14) Limits on Outside Board Memberships

It is the expectation of the Board that every member have sufficient time to commit topreparation for and attendance at Board and committee meetings. Therefore, it is thesense of the Board that non-employee directors should not serve on more than four otherboards of publicly traded companies (excluding non-profits and subsidiaries) unless theBoard determines that such service will not impair the ability of such director toeffectively perform his obligations as a director of the Company. In addition, no member




of the Audit Committee may serve on more than three other audit committees of publiclytraded companies (excluding non-profits and subsidiaries), unless the Board determinesthat such simultaneous service would not impair the ability of such member to effectivelyserve on the Company’s Audit Committee. Directors should advise the Chairman of theBoard or the Chair of the Directors and Corporate Governance Committee in advance of (i) accepting an invitation to serve on another board of directors, or (ii) significant

commitments involving affiliation with other businesses or governmental units.

15) Meeting Attendance

Directors are expected to attend meetings of the Board, committees on which they serve,the Annual Meeting of Stockholders and any special meetings. In addition, it is expectedthat directors attend all regularly scheduled meetings in person unless the meeting isconducted by teleconference. Any director who for two consecutive years has attendedfewer than 75 percent of the meetings of the Board and 75 percent of the meetings of committees of which such director is a voting member, will not be re-nominated forelection at the annual meeting in the next succeeding calendar year, unless the Board

determines that the re-nomination is in the interests of the Company. 16) Retirement Age and Term Limits

It is the general policy of the Board that non-employee directors will not stand for re-election after reaching age 72.

The Board does not believe it should establish term limits. While term limits could helpensure that there are fresh ideas and viewpoints available to the Board, they hold thedisadvantage of losing the contribution of directors who have been able to develop, overa period of time, increasing insight into the Company and its operations and, therefore,

provide an increasing contribution to the Board as a whole.

As an alternative to strict term limits, the Directors and Corporate GovernanceCommittee formally reviews each director’s continuation on the Board every five years.

This also allows each director the opportunity to conveniently confirm his/her desire tocontinue as a member of the Board.

17) Board Compensation

Only non-employee directors receive fees for serving on the Board. The Directors andCorporate Governance Committee annually reviews compensation (including benefits)for non-employee directors and makes recommendations to the full Board as to the formand amount of compensation. It is appropriate for the management of the Company toreport once a year to the Committee the status of GM Board compensation in comparisonto compensation paid to directors at peer companies having similar size, scope andcomplexity. Members of the Audit Committee may not directly or indirectly receiveany compensation from the Company other than their compensation for service as




directors. Directors are reimbursed for reasonable travel expenses incurred in connectionwith their duties as directors.

18) Loans to Directors and Executive Officers

It is the policy of the Company not to make any personal loans to its directors andexecutive officers.

19) Executive Sessions of Non-Management Directors The non-management directors of the Board meet in executive session (i.e., meetings of non-management directors without senior management present) at least three times eachyear. In general, time is reserved as part of each regularly scheduled Board meetingshould the non-management directors wish to meet in executive session and, in practice,the non-management directors may meet much more frequently than the minimum. TheChairman, or the Lead Director if the Chairman is not independent, will preside at the

executive sessions unless he or she is not present, in which case the directors inattendance will designate one of the attending directors to preside.

During these executive sessions, the non-management directors review CEOperformance, compensation, and succession planning; future Board agendas and the flowof information to directors; the Board’s corporate governance matters; and any other issues raised by the non-management directors.

20) Access to Outside Advisors

The Board, as well as each committee, can retain the services of one or more independent

outside advisors (financial, legal, compensation, etc.) as it considers appropriate, at theCompany’s expense.

21) Assessing the Board’s Performance

The Board performs a self-evaluation on an annual basis. The Directors and CorporateGovernance Committee is responsible to report annually to the Board an assessment of the Board’s performance. The Committee usually reviews the evaluation structure priorto the October meeting when the full Board conducts its evaluation during the executivesession. The assessment includes a review of the Board’s overall effectiveness and the

areas in which the Board or management believes the Board can make an impact on the

Company. The purpose of the evaluation is to increase the effectiveness of the Board,not to focus on the performance of individual Board members.

The Directors and Corporate Governance Committee also utilizes the results of thisevaluation process in determining the characteristics and assessing critical skills requiredof prospective candidates for election to the Board and making recommendations to theBoard with respect to assignments of Board members to various committees.




22) Ethics and Conflicts of Interest

The Board is committed to upholding the highest legal and ethical conduct in fulfilling itsresponsibilities. The Board expects all directors, as well as officers and employees, to actethically at all times and to adhere to GM’s policies set forth in “Winning With Integrity:

Our Values and Guidelines for Employee Conduct” (available on the Internet athttp://investor.gm.com, under “Corporate Governance”). The Board will not permit anywaiver of any ethics policy for any director or executive officer. If an actual or potentialconflict of interest arises for a director, the director will promptly inform the Chairman.If a significant conflict exists and cannot be resolved, the director should resign. Alldirectors must recuse themselves from any discussion or decision affecting their businessor personal interests.

23) Confidentiality

Directors, like all employees, are required to maintain the confidentiality of informationentrusted to them by the Company or any other confidential information about theCompany that they receive from any source in their capacity as a director, except whendisclosure is authorized by the Board of Directors or legally required. Directors areexpected to take all appropriate steps to minimize the risk of disclosure of confidentialcommunications coming to them from the Company and of confidential discussionsinvolving directors. All discussions occurring at Board or Board committee meetings arepresumed to be confidential to the extent disclosure of them is not legally required.Directors may not use confidential information for their own personal benefit or for the

benefit of persons or entities outside the Company or in violation of any law or regulationincluding insider trading laws and regulations. These responsibilities with regard toconfidential information apply to directors during and after their service on the Board.For purposes of this guideline, “confidential information” is all non-public informationrelating to the Company, including information that could be useful to competitors orotherwise harmful to the Company’s interests or objectives if disclosed.

24) Board’s Interaction with Advisors, Institutional Investors, Media,

Customers, Etc.

The Board believes that as a general matter management speaks for GM. If comments

from the Board are appropriate, they should, in most circumstances, come from theChairman. If a director is contacted by the media regarding GM matters, he or she shouldrequest the media to contact the Vice President, Communications.

Any interested party, including any stockholder who wishes to communicate with theBoard as a whole, the non-management directors as a group, any Board committee or theChairman of the Board may send a letter by regular or express mail addressed to theCorporate Secretary, General Motors Company, MC 482-C38-B71, 300 Renaissance




Center, P.O. Box 33118, Detroit, MI 48233-5118, Attention: [Name of AppropriateGroup or Chairman of the Board]. All correspondence sent to that address will bedelivered to the addressees promptly. All correspondence to directors will beacknowledged by the Corporate Secretary and may also be forwarded within GM forreview by a subject matter expert.

Board Relationship to Senior Management

25) Regular Attendance of Non-Directors at Board Meetings

Non-Board members who are in the most senior management positions of the Companywill regularly attend Board meetings, at the discretion of the Chairman.

Should the Chairman want to add additional people as attendees on a regular basis, it isexpected that this suggestion would be made to the Board for its concurrence.

26) Board Access to Senior Management

Board members have complete access to GM’s management.

It is assumed that Board members will use judgment to be sure that this contact is notdistracting to the business operation of the Company and that such contact, if in writing,is copied to the Chairman or CEO, as appropriate.

The Board expects that there will be frequent opportunities for directors to meet with theCEO and other members of senior management in Board and committee meetings, or inother formal and informal settings. Furthermore, the Board encourages senior management to, from time to time, bring

managers into Board meetings who: (a) can provide additional insight into the itemsbeing discussed because of personal involvement in these areas, and/or (b) are managerswith future potential that the senior management believes should be given exposure to theBoard.

Meeting Procedures

27) Selection of Agenda Items for Board Meetings

The Chairman establishes the agenda for each Board meeting in consultation with theCEO. He or she will issue a schedule of agenda subjects to be discussed for the ensuing

year at the beginning of each year (to the degree these can be foreseen) which will bediscussed at each executive session, as appropriate. Each Board member may suggest theinclusion of additional item(s) on the agenda.




28) Board Materials Distributed in Advance

Information and data that are important to the Board’s understanding of the business to beconducted at a Board meeting is distributed in writing to the directors sufficiently inadvance of the meeting to permit meaningful review, and directors are expected tothoroughly review the provided materials in advance of each meeting. More specifically,

materials should be sent to Board members at least 48 hours in advance of a regularlyscheduled in-person meeting, except when such materials are not available as a practicalmatter. Additional materials may be sent to the Board within 48 hours of a regularlyscheduled in-person meeting to update information previously provided, to provideinformation that may not have been provided earlier or for other business reasons.

29) Board Presentations

As a general rule, presentations on specific subjects should be sent to the Board membersin advance to save time at Board meetings and focus discussion on the Board’s questions.On those occasions in which the subject matter is extremely sensitive, the informationmay be presented for the first time at the meeting.

Committee Matters

30) Board Committees

Membership on the Audit, Directors and Corporate Governance and ExecutiveCompensation Committees consists only of independent directors as defined in Bylaw2.10. From time to time, the Board may want to form a new committee or disband acurrent committee depending upon the circumstances, regulations or Bylaws.

The Board of Directors ensures that each committee has a charter setting forth thepurpose, authority and duties of each committee. On an annual basis, each committeereviews its charter and presents any modifications to the Board for approval. Allcommittee charters are available on the Company’s Web site, at http://investor.gm.com,under “Corporate Governance.”

31) Committee Performance Evaluation

Each Board committee will perform an annual evaluation of its performance, including areview of its compliance with the committee charter. The purpose of such review is to

increase the effectiveness of the committee, not to focus on the performance of individualcommittee members. The three key Committees (Audit, Executive Compensation, andDirectors and Corporate Governance) will conduct periodic executive sessions of theindependent directors without management.




well as policies regarding succession in the event of emergency or retirement. TheChairman reports at least annually to the Board on succession planning for the CEO.

37) Management Development

The CEO reports annually to the Board on the Company’s program for management

development.

This report should be given to the Board at the same time as the succession planningreport noted previously.

These guidelines are also available on our Web site at http://investor.gm.com, under “Corporate

Governance.”

cg guidelines_08 03 10 (final)

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