GM_Corporate Governance_Investment Funds Committee
Upcoming SlideShare
Loading in...5
×

Like this? Share it with your network

Share
  • Full Name Full Name Comment goes here.
    Are you sure you want to
    Your message goes here
    Be the first to comment
    Be the first to like this
No Downloads

Views

Total Views
446
On Slideshare
446
From Embeds
0
Number of Embeds
0

Actions

Shares
Downloads
1
Comments
0
Likes
0

Embeds 0

No embeds

Report content

Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

Cancel
    No notes for slide

Transcript

  • 1. GENERAL MOTORS CORPORATION INVESTMENT FUNDS COMMITTEE CHARTER Purpose The purpose of the Investment Funds Committee (IFC) of the Board of Directors of General Motors Corporation is to serve as one of the named fiduciaries for substantially all of the defined benefit employee benefit plans covered by the Employee Retirement Income Security Act of 1974 (ERISA) of the Corporation and certain of its subsidiaries, it being understood that others also serve as named fiduciaries for such plans. Additionally, solely for the purposes of the Board complying with its general oversight responsibilities, the IFC shall have the duties specified under Section B of “Responsibilities and Duties” below with respect to the employee benefit plans covered by ERISA of the Corporation and its subsidiaries, and report to the Board with respect to the foregoing. Membership The IFC shall be comprised of no fewer than three members and shall satisfy such independence and other requirements as shall be provided in the Corporation's Bylaws or as the Board shall otherwise determine. The members of the IFC and its Chair shall be appointed, and may be replaced, by the Board upon consideration of the recommendations of the Directors and Corporate Governance Committee. Ordinarily, changes in the IFC's composition and leadership shall be considered at the annual organizational meeting of the Board. However, the Board reserves the authority to make changes to the composition and leadership of the IFC at any time. IFC members and its Chair shall serve until they are replaced, they resign, or their successors are duly qualified and elected. Meetings The IFC shall meet as often as may be deemed necessary or appropriate, but no fewer than three times annually. The IFC may ask members of management or others to attend meetings or to provide relevant information. The IFC shall maintain a high degree of independence both in establishing its agenda and directly accessing various members of management. Responsibilities and Duties The IFC shall serve as an ERISA named fiduciary in those instances where it has been so designated in employee benefit plans of the Corporation and its U.S. subsidiaries, it being understood that General Motors Investment Management Corporation (GMIMCo) may have been designated in any such plan to serve as the ERISA named fiduciary for investment purposes and that any other named fiduciary may have been allocated responsibility as a named fiduciary in or pursuant to the terms of any such plan. In addition, solely for the purposes of the Board complying with its general oversight responsibilities, the IFC shall have the duties specified under Section B below with respect to the ERISA-governed employee benefit plans of the Corporation and its subsidiaries, it being understood that the performance of these duties does not cause the IFC to have any of the powers of a fiduciary under ERISA with respect to any such plan. A. In exercising its responsibilities as a named fiduciary, the IFC shall: 1. annually review the broad investment policy guidelines employed by plans as and to the extent to which it serves as an ERISA named fiduciary and adopt revisions thereto, including in response to any recommendations for changes therein received from the General Motors Investment Policy Committee or GMIMCo; and 2. (i) appoint independent fiduciaries if and when appropriate who shall have full responsibility for any defined benefit plan assets consisting of contributed 2/3/09
  • 2. employer securities or securities received in exchange therefore and (ii) monitor the overall performance of such independent fiduciaries appointed by the IFC (without being directly responsible for the performance of their responsibilities). B. In exercising its general oversight responsibilities, and not in its capacity as a named fiduciary, the IFC shall: 1. report annually to the Board regarding the discharge by GMIMCo and the other named fiduciaries and administrators of the plans covered by ERISA of their ERISA duties (without being directly responsible for the performance of their responsibilities), except to the extent that the Board has assigned such reporting obligation to another person or entity; 2. report annually to the Board on the investment activity of the covered defined benefit plans (it being understood that the Board and management retain all decision making authority with respect to the amount and timing of any future funding of such plans); 3. review annually its performance (including its effectiveness and compliance with this Charter) and the adequacy of this Charter, and make such changes therein as appropriate; and 4. regularly report to the Board concerning the IFC's activities and findings. The responsibilities and duties set forth above are meant to serve as a guide, with the understanding that the IFC may diverge from the specific duties enumerated as necessary or appropriate to the circumstances. Committee Authority The IFC shall undertake any other action or exercise such other powers, authority and responsibilities as necessary or appropriate to the discharge of its responsibilities and duties. In discharging its responsibilities and duties, the IFC is empowered to address any matter brought to its attention that it determines to be within the scope of its authority, with full access to all books, records, facilities and personnel of the Corporation. The IFC has the power to retain outside counsel or other consultants or experts for this purpose, or to advise the IFC, and shall receive funding from the Corporation to engage such advisors. The IFC may delegate authority to individuals or subcommittees when it deems appropriate. However, in delegating authority it shall not absolve itself from the responsibilities it bears under the terms of this Charter. *** 2/3/09