The GM board guidelines.

• Position: General Motors Corp. - Includes related article

A 28-point plan to guide the board of General Motors in 'performing its responsibilities with the same discipline and dedication that it expects of management.'

Earlier this year General Motors Corp. issued a set of corporate governance guidelines developed by its board of directors. Released without fanfare, virtually the only public comment from the company about the guidelines was a reference in Chairman John G. Smale's shareholders' letter in GM's 1993 annual report: "During the past year, the General Motors Board has re-examined its processes and has established a set of operating guidelines which will ensure that it is performing its responsibilities with the same discipline and dedication that it expects of management." (He has since met with members of the Council of Institutional Investors to discuss the guidelines, and excerpts from his remarks from that meeting are on page 7) The guidelines were generally well received in the corporate governance community. At DIRECTORS & BOARDS, our sense is that this is an important document in the evolution and adoption of governance principles and processes, so we present here the "GM Board Guidelines on Significant Corporate Governance Issues."

1. Selection & Chairman and CEO

   The Board should be free to make this choice any way that seems best for the Company at a given point in time.

   Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chief Executive and Chairman should be separate and, if it is to be separate, whether the Chairman should be selected from the non-employee Directors or be an employee.

2. Lead Director Concept

   The Board adopted a policy that it have a director selected by the outside directors who will assume the responsibility of chairing the regularly scheduled meetings of outside directors or other responsibilities which the outside directors as a whole might designate from time to time.

   Currently, this role is filled by the non-executive Chairman of the Board. Should the Company be organized in such a way that the Chairman is an employee of the Company, another director would be selected for this responsibility.

3. Number of Committees

   The current committee structure of the Company seems appropriate. There will, from time to time, be occasions in which the Board may want to form a new committee or disband a current committee depending upon the circumstances. The current six Committees are Audit, Capital Stock, Director Affairs, Finance, Incentive and Compensation, and Public Policy.

4. Assignment and Rotation of Committee Members

   The Committee on Director Affairs is responsible, after consultation with the Chief Executive Officer and with consideration of the desires of individual Board members, for the assignment of Board members to various committees.

   It is the sense of the Board that consideration should be given to rotating committee members periodically at about a five year interval, but the Board does not feel that such a rotation should be mandated as a policy since there may be reasons at a given point in time to maintain an individual director's committee membership for a longer period.

5. Frequency and Length of Committee Meetings

   The Committee Chairman, in consultation with Committee members, will determine the frequency and length of the meetings of the Committee.

6. Committee Agenda

   The Chairman of the Committee, in consultation with the appropriate members of Management and staff, will develop the Committee's agenda. Each Committee 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). This...