Our Time - GE 2004 Annual Report
Downloads Downloads Glossary Glossary
Understanding Annual Reports Understanding Annual Reports Feedback Feedback
Governance The primary role of GE’s Board of Directors is clear: to oversee how management serves the interests of shareowners and other stakeholders. To do this, GE’s directors have adopted corporate governance principles aimed at ensuring that the board is independent and is fully informed on the key strategic issues facing GE. GE’s goal is to have two-thirds of its board be independent under a strict definition of independence. Today, 11 of GE’s 16 directors meet that standard. GE Board of Directors

In November 2004, the Financial Times’ annual survey of 1,100 CEOs from around the world recognized the board’s commitment by rating the Company number one in corporate governance. As part of its oversight of management, in 2004, our outside board members made 30 visits to GE businesses. The board also received special briefings on a variety of strategic issues, including: financial structure, controllership and financial risk, technology, security, the competitive strategy of each business, compliance and corporate social responsibility. The board and each of its committees conducted a thorough self-evaluation as part of its normal governance cycle. Each of the committees recommended changes to its key practices and the board updated GE’s governance principles. Each of these documents is published in the Governance section of the GE Web site at www.ge.com/governance.

The GE board held 10 meetings in 2004. In December, the board voted to increase GE’s quarterly dividend for the 29th consecutive year. The Audit Committee, composed entirely of independent directors, held 10 meetings to review the activities and independence of GE’s external auditors and the activities of GE’s internal audit staff. It also reviewed our progress in implementing the internal control requirements of Section 404 of The Sarbanes-Oxley Act of 2002 and compliance with key GE policies and applicable laws. The Management Development and Compensation Committee, composed entirely of independent directors, in nine meetings approved all executive compensation actions for our executive officers and reviewed all executive compensation plans, policies and practices, changes in executive assignments and responsibilities, and key succession plans. The Nominating and Corporate Governance Committee, composed entirely of independent directors, met four times to consider GE’s response to corporate governance trends and to nominate directors. The Public Responsibilities Committee, in three meetings, reviewed GE’s litigation matters, policy issues relating to security, and GE’s policy on charitable contributions.

Finally, we are grateful for the energetic, insightful and constructive service given to GE by Ken Langone, who has decided not to stand for re-election to the board.

Back to top

Committees 1 Audit Committee 2 Management Development and Compensation Committee 3 Nominating and Corporate Governance Committee 4 Public Responsibilities Committee 5 Presiding Director
Claudio X. Gonzalez Chairman of the Board and Chief Executive Officer, Kimberly-Clark de Mexico, S.A. de C.V., Mexico City, and Director, Kimberly-Clark Corporation, consumer products. Director since 1993. Ann M. Fudge Chairman and Chief Executive Officer, Young & Rubicam Inc., advertising and media services, New York, N.Y. Director since 1999. Robert J. Swieringa Anne and Elmer Lindseth Dean and Professor of Accounting, S.C. Johnson Graduate School of Management, Cornell University, Ithaca, N.Y. Director since 2002.
Roger S. Penske Chairman of the Board, Penske Corporation, Penske Truck Leasing Corporation and United Auto Group, Inc., transportation and automotive services, Detroit, Mich. Director since 1994. Sam Nunn Co-Chairman and CEO, Nuclear Threat Initiative, Washington, D.C. Director since 1997. James I. Cash Jr. Retired James E. Robison Professor of Business Administration, Harvard Graduate School of Business, Boston, Mass. Director since 1997.
A.G. Lafley Chairman, President and Chief Executive, The Procter & Gamble Company, personal and household products, Cincinnati, Ohio. Director since 2002. Andrea Jung Chairman of the Board and Chief Executive Officer, Avon Products, Inc., cosmetics, New York, N.Y. Director since 1998. Kenneth G. Langone Chairman, President and Chief Executive Officer, Invemed Associates, LLC, investment banking and brokerage, New York, N.Y. Director since 1999.
Douglas A. Warner III Former Chairman of the Board, J.P. Morgan Chase & Co., The Chase Manhattan Bank, and Morgan Guaranty Trust Company of New York, investment banking, New York, N.Y. Director since 1992. Ralph S. Larsen Former Chairman and CEO, Johnson & Johnson, pharmaceutical, medical and consumer products, New Brunswick, N.J. Director since 2002. Rochelle B. Lazarus Chairman and Chief Executive Officer, Ogilvy & Mather Worldwide, advertising, New York, N.Y. Director since 2000.
Internal Directors
Jeffrey R. Immelt Chairman of the Board and Chief Executive Officer, General Electric Company. Director since 2000. Sir William M. Castell Vice Chairman of the Board and Executive Officer, General Electric Company, and President and Chief Executive Officer, GE Healthcare. Director since 2004.
Dennis D. Dammerman Vice Chairman of the Board and Executive Officer, General Electric Company, and Chairman, General Electric Capital Services, Inc. Director since 1994. Robert C. Wright Vice Chairman of the Board and Executive Officer, General Electric Company, and Chairman and Chief Executive Officer, NBC Universal, Inc. Director since 2000.