Corporate Governance Principles
The primary role of GE’s Board of Directors is to oversee how management serves the interests of shareowners and other stakeholders. To do this, GE’s directors have adopted corporate governance principles to ensure that the Board is independent and fully informed of the key risks and strategic issues facing GE.
The GE Board held 13 meetings in 2007, and each outside Board member visited at least two GE businesses in 2007 without the involvement of corporate management, in order to develop his or her own feel for the Company. The Board focuses on the areas that are important to shareowners — strategy, risk management, and people — and, in 2007, received briefings on a variety of issues including: controllership and risk management, compliance and litigation trends, U.S. and global tax policy, environmental risk management, social cost trends, acquisitions and dispositions, intellectual property and copyright protection, global trends, the reshaping and broadening of GE’s businesses, and cost reduction. At the end of the year, the Board and each of its committees conducted a thorough self-evaluation as part of their normal governance cycles.
The Audit Committee, composed entirely of independent directors, held 22 meetings in 2007 to oversee our financial reporting activities, the activities and independence of GE’s external auditors, and the organization and activities of GE’s internal audit staff. It also reviewed our progress in meeting 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, comprised entirely of independent directors, held eight meetings to approve executive compensation actions for our executive officers, and to review executive compensation plans, policies and practices, changes in executive assignments and responsibilities, and key succession plans. The Nominating and Corporate Governance Committee, comprised entirely of independent directors, met three times to consider GE’s governance charter and practices, and director nominations. The Public Responsibilities Committee, in three meetings, reviewed GE’s 2007 Citizenship Report, globalization and free trade, NBC Universal intellectual property protection, political contributions, and the GE Foundation budget.
Finally, we want to thank Bill Conaty, Lloyd Trotter, Bob Wright, and Dave Nissen for their tremendous contributions and services to the Company. All four of these individuals exemplified what it means to be a GE leader and built strong organizations that will proudly carry on their successes. We thank them and wish them all the best.
2007 CEO Goals & Objectives
STRATEGIC & OPERATIONAL GOALS
- Execute financial plan
- • The reported businesses combined for 16% earnings growth
- Create a more valuable portfolio
- • Executed on portfolio plan approved by the board
- Sustain financial strength and capital allocation
- • “Triple-A”-rated; $25.4 billion returned to investors in buyback and dividend
- Drive organic revenue growth at 2 to 3 times GDP
- • Organic revenue growth of 9%
- Manage risk and reputation
- • GE remains one of the most admired companies in polls conducted by FORTUNE, Barron’s, CEO, and Fast Company
- Retain excellent teams and a strong culture
- • Overall retention greater than 95%; managed high-profile leadership transitions
- Lead the Board activities
- • GE has an excellent track record on governance
- Sustain high levels of investor communications
- • 350 investor meetings; #1 in Institutional Investor
| Financial Objectives (Continuing operations) |
Goal | Performance | Change From Prior Year |
|---|---|---|---|
| Revenues (In $ billions) | ~170 | 173 | 14% |
| Earnings (In $ billions) | 22–23 | 22.5 | 16% |
| EPS ($ per share) | 2.15–2.20 | 2.20 | 18% |
| CFOA (In $ billions) | 22–23 | 23.3 | (2%) |
| ROTC (%) | ~19 | 18.9 | 30 bp |
| Margins (%) | ~16.9 | 16.6 | 70 bp |