General Motors Company

In addition to satisfying all of the foregoing requirements, a director is not considered independent if he or
she has, in the judgment of the Board, any other “material” relationship with the Company, other than serving as
a director that would interfere with the exercise of his or her independent judgment.
Consistent with the standards described above, the Board has reviewed all relationships between the
Company and the members of the Board, considering quantitative and qualitative criteria, and affirmatively has
determined that, other than Mr. Akerson and Mr. Girsky, all of the directors are independent according to the
definition in the Board’s Corporate Governance Guidelines, which is based on the standards of the SEC and
NYSE.
In recommending to the Board that each director be found independent, the Governance Committee also
considered whether there were any other facts or circumstances that might impair a director’s independence. In
particular, the Governance Committee evaluated charitable contributions that GM and Old GM (including the
GM Foundation) have made to non-profit organizations with which our directors are or have been associated.
None of these transactions was material. The Governance Committee also considered that GM in the ordinary
course of business sells fleet vehicles to and purchases products and services from companies at which some of
our directors serve. In each case: (1) the relevant products and services were provided on terms and conditions
determined on an arms-length basis and consistent with those provided by or to similarly situated customers and
suppliers; (2) the relevant director did not initiate or negotiate the relevant transaction, each of which was in the
ordinary course of business of both companies; and (3) the aggregate amounts of such purchases and sales were
less than 2% of the consolidated gross revenues of each of GM or Old GM and the other company in each of the
years 2008, 2009 and 2010.
Our Bylaws and Corporate Governance Guidelines are available on our website at www.gm.com/investors,
under “Corporate Governance.”
Executive Sessions
Under the Board’s Corporate Governance Guidelines, the non-management directors meet in regularly
scheduled executive sessions without management present at least three times each year and, in practice, much
more frequently. In general, time is available at the end of each regularly scheduled Board meeting if the nonmanagement
directors wish to meet in executive session. If any non-management directors are not independent,
then the independent directors schedule an executive session of independent directors at least once per year.
Executive sessions are chaired by the Board’s Lead Director, Ms. Russo. During these sessions, the nonmanagement
directors review CEO performance, compensation and succession planning; future Board agendas
and flow of information to directors; the Board’s corporate governance matters; and any matters of importance or
other issues raised by the non-management directors. The non-management directors of the Board met in
executive session eight times in 2010, including at least one time with only independent directors present.
Stockholder Communication with the Board
Stockholders and interested parties may contact our Board as a whole, or the non-management directors as a
group, any Board committee, the Chairman of the Board, or the Lead Director by using contact information
provided on our website at www.gm.com/investors, under “Corporate Governance.”
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