GENERAL MOTORS COMPANY EXECUTIVE COMPENSATION COMMITTEE CHARTER. Most Recently Amended: December 14, 2016

Transcription

1 GENERAL MOTORS COMPANY EXECUTIVE COMPENSATION COMMITTEE CHARTER Mst Recently Amended: December 14, 2016 Purpse The purpse f the Executive Cmpensatin Cmmittee f the Bard f Directrs f General Mtrs Cmpany is t versee and cnfirm that the Cmpany s cmpensatin plicies and practices supprt the successful recruitment, develpment, and retentin f executive talent in rder t achieve the Cmpany s business bjectives, ptimize lng-term financial returns, and carry ut the Bard s respnsibilities relating t the cmpensatin f executive fficers. Membership The Cmmittee shall be cmpsed f n fewer than three independent members, and the Cmmittee s cmpsitin shall satisfy the Listing Standards f the New Yrk Stck Exchange relating t executive cmpensatin cmmittee membership and such ther requirements as shall be prvided in the Securities Exchange Act f 1934 ( Exchange Act ), and rules prmulgated thereunder, the Cmpany s bylaws r as the Bard shall therwise determine. Members als shall be independent within the meaning f Rule 16b-3 under the Exchange Act and Sectin 162(m) f the Internal Revenue Cde f The members f the Cmmittee and the Cmmittee Chair shall be appinted, and may be replaced, by the Bard upn cnsideratin f the recmmendatins f the Gvernance and Crprate Respnsibility Cmmittee; prvided, hwever, that all members f the Cmmittee shall be independent directrs and s disclsed t the Cmpany s sharehlders. The Cmmittee members and the Cmmittee Chair shall serve until they are replaced, they resign r their successrs are duly elected and qualified. Meetings The Cmmittee shall meet as ften as may be deemed necessary r apprpriate, but n less than fur times annually. Attendance by a majrity f the Cmmittee members at a meeting cnstitutes a qurum fr the transactin f business. Except as therwise required fr regulatry reasns r therwise desired by the Cmmittee, the Chairman f the Bard and the Lead Directr, if elected, shall be invited t every meeting and ther directrs wh are nt members f the Cmmittee may attend meetings at the discretin f the Cmmittee Chair, but such nn-cmmittee members shall have n vting rights. The Cmmittee Chair may ask members f management r thers t attend all r any prtin f any meeting r t prvide relevant infrmatin in written frm. The Cmmittee shall regularly meet in executive sessin absent GM management, generally at the end f each meeting. In carrying ut its duties, the Cmmittee shall maintain a high degree f independence, bth in establishing its agenda and in directly accessing varius members f management and utside advisrs. The Cmmittee Chair shall be respnsible fr scheduling all meetings f the Cmmittee and prviding the Cmmittee with a written agenda fr each meeting. The Cmmittee Chair shall preside at the meetings f the Cmmittee. In the absence f the Cmmittee Chair, the majrity f the members f the Cmmittee present at the meeting shall appint a member t preside at the meeting. The Cmmittee Chair shall reprt t the full Bard regularly fllwing each meeting and make such recmmendatins t the Bard as the Cmmittee deems apprpriate. The Cmmittee may adpt such ther rules 1

2 and regulatins fr calling and hlding its meetings and fr the transactin f business at such meetings as is necessary r desirable and nt incnsistent with the prvisins f the Cmpany s bylaws r this Charter. Respnsibilities and Duties The Cmmittee shall be respnsible fr matters related t executive cmpensatin and develpment, and all equity-based incentive cmpensatin plans. Additinally, the Cmmittee shall have versight f Cmpany diversity initiatives. T fulfill its respnsibilities, the Cmmittee shall undertake the fllwing actins: Executive Cmpensatin, Benefits, and Perquisites Oversee the cmpliance f the Cmpany s executive cmpensatin prgrams with applicable legal requirements. At least annually, review and apprve crprate gals and bjectives relevant t the cmpensatin f the Cmpany s Chief Executive Officer ( CEO ) and evaluate the CEO s perfrmance in light f thse gals and bjectives. Based n this evaluatin, the Cmmittee, either as a cmmittee r tgether with the ther independent directrs (as directed by the Bard), shall determine and apprve the CEO s cmpensatin. The full Bard will review the Cmmittee s actins; At least annually, review and apprve the ttal cmpensatin structure f any Sectin 16 fficer, any Senir Vice President wh is a member f the Cmpany s executive leadership team as designated by the CEO and ther individuals as recmmended frm time t time by the CEO (the ECC Cvered Emplyees ) and discuss with the CEO the CEO s evaluatin f the ECC Cvered Emplyees. Based n its review, the Cmmittee shall, after cnsidering the recmmendatins f the CEO, determine and apprve the ttal direct cmpensatin f the ECC Cvered Emplyees, including any: Salary adjustments; and Final incentive award payuts and equity and equity-based grants; Apprve additins and changes t the cmpensatin and benefits prvided t ECC Cvered Emplyees, including supplemental pay r benefits, perquisites, r special r nn-structure grants t ECC Cvered Emplyees, ther than ministerial r cmpliance-related changes and changes made t brad-based cmpensatin and benefit plans (e.g., qualified retirement plans r health and welfare plans) in which ECC Cvered Emplyees participate. Apprve the design f and amendments t any cmpensatin r benefit plan, prgram r arrangement that is unique t an individual ECC Cvered Emplyee r a class f executives f which ne r mre ECC Cvered Emplyee is a member, including, withut limitatin, executivenly perquisites, special r supplemental benefits, emplyment agreements, cnsulting arrangements, and executive severance r retirement arrangements. Apprve the terms f all cntracts f the Cmpany with any ECC Cvered Emplyee r a class f executives f which ne r mre ECC Cvered Emplyee is a member fr remuneratin t be paid frm the general funds f the Cmpany after the terminatin f regular emplyment f such individual. 2

3 Cmpensatin Plans Peridically, at such intervals as determined by the Cmmittee, r as may be required t preserve tax deductibility, cnduct a thrugh review f all incentive plans in which any ECC Cvered Emplyee participates and seek sharehlder apprval fr prpsed changes, as apprpriate: Review and cnsider sharehlder recmmendatins received regarding advisry vtes n executive cmpensatin and the frequency f such advisry vtes; and Review and cnsider sharehlder recmmendatins received regarding Glden Parachute prpsals, as apprpriate; Make recmmendatins t the Bard with respect t incentive cmpensatin plans and equitybased plans fr the Cmpany and subsidiaries. In the exercise f its respnsibilities, the Cmmittee shall apprve: The desired mix f cmpensatin elements, eligibility, funding levels, aggregate levels f equity cmpensatin, annual run rates, and dilutin philsphy; and With respect t the varius incentive plans: Perfrmance measures, related targets, and final perfrmance; Applicable threshld, target, and maximum award payut levels; and Maximum aggregate funding levels fr emplyees wh are nt fficers f the Cmpany; Cnsistent with statutry prvisins, the regulatins f the Securities and Exchange Cmmissin, the Listing Standards f the New Yrk Stck Exchange, and the principles f respnsible versight, and depending upn the unique facts and circumstances f each situatin, the Cmmittee will review perfrmance-based cmpensatin if a restatement f financial results fr a prir perfrmance perid culd affect the factrs determining payment f an incentive award and develp, recmmend t the Bard fr apprval, and interpret and apply a Bard-apprved plicy fr recupment f incentive cmpensatin and any recupment required under the Trubled Asset Relief Prgram; T cnfirm that cmpensatin plans d nt cntribute t the prmtin f excessive risk, the Cmmittee will review at least annually: The cmpensatin plans fr executives t: Cnfirm that such plans are nt designed t encurage executives t take unnecessary and excessive risks; and Identify and limit any features in such plans that pse excessive risk t the Cmpany. Emplyee cmpensatin plans t identify and limit: 3

4 SEC Reprt Diversity Risks psed t the Cmpany by such plans; and Any features in such plans that culd encurage manipulatin f reprted earnings t enhance any emplyee s cmpensatin; and Within the cnfines established under the varius incentive plans, the Cmmittee may delegate t the Cmmittee Chair, the apprpriate ECC Cvered Emplyee, and/r the Executive Directr f Glbal Cmpensatin and Benefits such pwers and authrity as it may determine apprpriate, including but nt limited t the then-current Delegatin f Authrity apprved by the Cmmittee. Prepare an annual reprt f the Cmmittee fr inclusin in the Cmpany s prxy statement. Annually review and discuss the Cmpensatin Discussin and Analysis (the CD&A) with management, and, if apprpriate, recmmend t the Bard that the CD&A be included in the filing f the Cmpany s prxy statement; and Review and cnsider respnses t all sharehlder prpsals related t executive cmpensatin. Oversee the Cmpany s plicies and practices prmting diversity and inclusin within the Cmpany and reprt t the Cmmittee r Bard at least annually regarding same. The respnsibilities and duties set frth abve are meant t serve as a guide with the understanding that the Cmmittee may diverge frm the specific duties enumerated as necessary r apprpriate given the circumstances. Other Respnsibilities The Cmmittee shall review annually its perfrmance (including its effectiveness and cmpliance with this Charter) and the adequacy f this Charter and recmmend any material changes t the Bard fr its apprval. This Charter shall be subject t amendment by the Bard as just stated. The Cmmittee will cnduct annual reviews t cnsider the independence f its advisrs and identify any cnflicts f interest r independence cncerns in accrdance with the Listing Standards f the New Yrk Stck Exchange and ther prcedures and standards adpted frm time t time by the Cmmittee. Cmmittee Authrity The Cmmittee shall have the authrity t undertake any ther actin r exercise such ther pwers, authrity, and respnsibilities as the Cmmittee determines necessary r apprpriate t the discharge f the respnsibilities and duties set frth in this Charter r the Cmpany s bylaws, r therwise required by the Listing Standards f the New Yrk Stck Exchange r ther applicable laws, rules r regulatins, r as shall therwise be determined by the Bard. In discharging its respnsibilities and duties, the Cmmittee is empwered t investigate any matter brught t its attentin that it determines t be within the scpe f its authrity. The Cmmittee, thrugh the Cmmittee Chair, shall have full access t the bks, recrds, facilities, and persnnel f the Cmpany and may 4

5 request any fficer r emplyee f the Cmpany, the Cmpany s utside legal cunsel r ther cnsultants r advisrs t attend a meeting f the Cmmittee r t meet with any member f, r cnsultants t, the Cmmittee. The Cmmittee may btain advice and supprt frm utside cmpensatin cnsultants, legal, accunting, and ther advisrs as it deems apprpriate t perfrm its duties. The Cmmittee shall have the sle authrity t select, retain, cmpensate, and terminate, set retentin terms and apprve the fees f any such utside cmpensatin cnsultants, legal cunsel r ther advisrs. The Cmmittee shall receive funding frm the Cmpany t engage such cmpensatin cnsultants, utside cunsel r ther advisrs. The Cmmittee may delegate authrity t individuals and frm and delegate authrity t subcmmittees cnsisting f ne r mre members when it deems apprpriate. In s delegating authrity, the Cmmittee shall nt abslve itself frm the respnsibilities it bears under the terms f this Charter. 5