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The Board
 

The Board

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 aimed at ensuring that the Board is independent and fully informed on the key risks and strategic issues facing GE. GE has met its goal to have two-thirds of its Board be independent under a strict definition of independence. Today, 17 of GE's 18 Directors are independent.

The GE Board held 14 meetings in 2013, including three meetings of the non-management directors of the Board. Each outside Board member is expected to visit at least two GE businesses without the involvement of corporate management in order to develop his or her own feel for the Company. Board members focus on the areas that are important to shareowners – strategy, risk management, leadership development, and regulatory and compliance matters. In 2013, they received briefings on a variety of issues, including capital allocation and business development, risk management with a focus on GE Capital, business simplification, GE Customer Opinion Surveys, leadership development, technology excellence, IT and cyber security, global research and development strategy, industrial internet initiatives and GE’s branding, marketing and operating initiatives. At the end of the year, the Board and each of its committees conducted a thorough self-evaluation.

Board Committees

Our Board committees review, audit and oversee the performance and policies of all our businesses. Meet the committees that are responsible for ensuring quality, compliance and integrity at GE.

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Audit Committee

The Audit Committee is composed entirely of independent directors and held 13 meetings in 2012. Chaired by Mr. Warner, the committee’s primary responsibilities are to: select and oversee the independent auditor; review the scope and results of the independent auditor’s audit; oversee the financial reporting activities, including the annual report, and the accounting standards and principles followed; discuss with management the company’s risk assessment and risk management practices; approve audit and non-audit services provided by the independent auditor; review the organization and scope of the internal audit function and the disclosure and internal controls; and oversee the company’s legal and regulatory compliance.

Committee Chair

Douglas A. Warner III

Management Development and Compensation Committee

The Management Development and Compensation Committee is also composed entirely of independent directors and held nine meetings in 2012. Chaired by Mr. Larsen, the committee’s primary responsibilities are to: establish, review and approve CEO compensation, and review and approve other senior executive compensation; monitor management resources, structure, succession planning, development and selection process as well as the performance of key executives; review incentive compensation arrangements to assure that incentive pay does not encourage unnecessary risk taking; review and discuss the relationship between risk management policies and practices, corporate strategy and senior executive compensation; and oversee the GE 2007 Long-Term Incentive Plan and the incentive compensation program and any other equity-based compensation plans.

Committee Chair

Ralph S. Larsen

Governance and Public Affairs Committee

The Governance and Public Affairs Committee was established in 2013 from the merger of the Nominating and Corporate Governance Committee and the Public Responsibilities Committee, which met seven and three times in 2012, respectively. Chaired by Ms. Lazarus, the committee’s primary responsibilities are to: select director nominees for the Board; make recommendations to the Board concerning the structure and membership of the Board committees; develop and annually review the Governance Principles; oversee the annual self-evaluation process of the Board and its committees; review director compensation and benefits; review and approve any transaction between the Company and a related person; review the Company’s actions in furtherance of its corporate social responsibility; review trends in legislation, regulation, litigation and public debate as they relate to the Company; review the Company’s policies and practices related to political and campaign contributions, and contributions to trade associations and other tax-exempt and similar organizations; and review the Company’s support of charitable, educational and business organizations.

Committee Chair

Rochelle B. Lazarus

Risk Committee

The Risk Committee, composed entirely of independent directors, met 11 times in 2012. Chaired by Mr. Beattie, the committee’s primary responsibilities are to: oversee GE and GE Capital’s management of key risks as well as the guidelines, policies and processes for monitoring and mitigating such risks; review and discuss with management GE and GE Capital’s risk appetite and strategy relating to key risks; meet separately at least two times a year with GE and GE Capital’s chief risk officers; receive reports from GE and GE Capital’s internal audit function on the results of risk management reviews and assessments; review the status of financial services regulatory exams of GE and GE Capital; and review the disclosure regarding risk contained in the GE and GE Capital annual and quarterly reports.

Committee Chair

W. Geoffrey Beattie

Science and Technology Committee

In April 2013, the Board created a Science and Technology Committee. Chaired by Dr. Hockfield, the committee’s primary responsibilities are to review and oversee: GE’s technology and innovation strategy; the direction and investment in research and development and technological and scientific initiatives; specific technology, science and innovation matters that could have a significant impact on company operations; and environmental, health and safety compliance.

Committee Chair

Susan Hockfield

Board Composition

  Audit Committee Governance and Public Affairs Committee Management Development and Compensation Committee  Risk Committee Science and Technology Committee
Outside Directors
Independent
W. Geoffrey Beattie X      Chair  
John J. Brennan    X   X  
James I. Cash, Jr.      X    X
Francisco D’Souza          X
Marijn E. Dekkers      X    X
Ann M. Fudge    X      
Susan Hockfield    X      Chair
Andrea Jung   X X    X
Robert W. Lane X   X    
Ralph S. Larsen*   X Chair    
Rochelle B. Lazarus   Chair      
James J. Mulva  X        X
James E. Rohr          
Mary L. Schapiro       X  
Robert J. Swieringa  X        
James S. Tisch        X  
Douglas A. Warner III  Chair  X  X    
Inside Director
Management Director
Jeffrey R. Immelt          

*Lead Director

 

Director Independence

Sound principles of corporate governance are critical to obtaining and retaining the trust of investors — and to GE’s overarching goal of performance with integrity.

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Seventeen of 18 GE directors are independent under GE's Categorical Independence Guidelines and NYSE guidelines. Below is a list of the independent directors.

“Directors will be considered ‘independent’ if the sales to, and buys from, GE are less than two percent of the annual revenues of companies they serve as executive officers, and if loans provided by GE to a company they serve as executive officers, and loans received by GE from such companies, constitute less than two percent of the total consolidated assets of such company. Moreover, if a GE director serves as an executive officer, director or trustee of a charitable organization, the GE director will be considered ‘independent,’ if GE donates less than one percent of that organization’s annual consolidated gross revenues.”

—Jeff Immelt, Chairman of the Board & CEO

Independent

Management Director

Jeffrey R. Immelt (Chairman of the Board and CEO, General Electric, Director since 2000)

Material Relationship with GE

None

Categorical Independence Guidelines

In accordance with NYSE rules, independence determinations under the guidelines in section (a) below will be based upon a director’s relationships with GE during the 36 months preceding the determination. Similarly, independence determinations under the guidelines in section (b) below will be based upon the extent of commercial relationships during the three completed fiscal years preceding the determination.

  1. A director will not be independent if:
    1. the director is employed by GE, or an immediate family member is an executive officer of GE;
    2. the director receives any direct compensation from GE, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
    3. an immediate family member receives more than $120,000 per year in direct compensation from GE;
    4. the director is affiliated with or employed by GE’s independent auditor, or an immediate family member is affiliated with or employed by GE’s independent auditor and such immediate family member personally works or worked on GE’s audit; or
    5. a GE executive officer is on the compensation committee of the board of directors of a company which employs the GE director or an immediate family member as an executive officer.
  2. A director will not be independent if, at the time of the independence determination, the director is an executive officer or employee, or if an immediate family member is an executive officer, of another company that does business with GE and the sales by that company to GE or purchases by that company from GE, in any single fiscal year during the evaluation period, are more than the greater of two percent of the annual revenues of that company or $1 million.
  3. A director will not be independent if, at the time of the independence determination, the director is an executive officer or employee, or an immediate family member is an executive officer, of another company which is indebted to GE, or to which GE is indebted, and the total amount of either company’s indebtedness to the other at the end of the last completed fiscal year is more than two percent of the other company’s total consolidated assets.
  4. A director will not be independent if, at the time of the independence determination, the director serves as an executive officer, director or trustee of a charitable organization, and GE’s discretionary charitable contributions to the organization are the greater of $200,000 or one percent of that organization’s annual consolidated gross revenues during its last completed fiscal year. (GE’s automatic matching of employee charitable contributions will not be included in the amount of GE’s contributions for this purpose.)

Annual Meeting of Shareowners

It is the Board's policy that the directors should attend our Annual Meeting of Shareowners absent exceptional circumstances.

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Sixteen of our seventeen director nominees for 2013 attended the 2013 Annual Meeting.