General Electric 2004 Proxy Statement

GE.com - 2003 Annual Report


	Notice of 2004 Annual Meeting of Shareowners Proxy Statement Election of Directors Corporate Governance Board of Directors and Committees Information Relating to Directors, Nominees and Executive Officers Compensation Committee Report Contingent Long-Term Performance Incentive Awards Stock Options and Stock Appreciation Rights Summary Compensation Table Five-Year Financial Performance Graph Retirement Benefits Audit Committee Report Independent Auditor Ratification of Selection of Independent Auditor Proposal to Add a Revenue Measurement to Executive Officer Performance Goals for Long-Term Performance Awards Shareowner Proposals Additional Information Appendix: Governance Principles Advance Registration


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Governance Principles.
Our board’s governance principles, which include guidelines for determining director independence and reporting concerns to non-employee directors and the audit committee, are enclosed with this proxy statement in the Appendix at page 65. All of GE’s corporate governance materials, including the governance principles and committee charters and key practices, are published on the governance section of GE’s website at www.ge.com. The board regularly reviews corporate governance developments and modifies these principles, charters and practices as warranted. Any modifications are reflected on GE’s website.

GE’s corporate governance leadership was recognized in the latest Financial Times survey of global CEOs which rated GE as the most respected company for corporate governance and integrity and most respected company overall. GE also recently earned the highest rating of 10 in the latest governance ratings by GovernanceMetrics International. Only twenty-two of 2,121 companies around the world earned a 10 in the ratings, which measure corporate governance against portfolio returns.

Director Independence.
It is the board’s objective that at least two-thirds of the board should consist of independent directors. For a director to be considered independent, the board must determine that the director does not have any direct or indirect material relationship with GE. The board has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements in the New York Stock Exchange listing rules. The independence guidelines are set forth in Section 4 of our governance principles, at page 66. In addition to applying these guidelines, the board will consider all relevant facts and circumstances in making an independence determination. The board has determined that the following 12 directors satisfy the New York Stock Exchange’s independence requirements and GE’s independence guidelines: Cash, Fudge, Gonzalez, Jung, Langone, Lafley, Larsen, Lazarus, Nunn, Sigler, Swieringa and Warner.

All members of the audit, compensation and nominating committees must be independent directors. Members of the audit committee must also satisfy an additional Securities and Exchange Commission independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from GE or any of its subsidiaries other than their directors’ compensation. Moreover, as a matter of policy, the board has determined to apply an additional, heightened independence standard to members of both the compensation committee and the nominating committee. No member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or any of its subsidiaries. Because these firms relate to core financial and legal activities of the company, this additional voluntary independence requirement for members of the compensation and nominating committees is intended to remove even the appearance of a conflict of interest. The board has determined that all members of the audit, compensation and nominating committees satisfy the relevant SEC or GE additional independence requirements.

Code of Conduct.
All directors, officers and employees of GE must act ethically at all times and in accordance with the policies comprising GE’s code of conduct set forth in the company’s integrity manual, Integrity: The Spirit and the Letter of Our Commitment. The board will not permit any waiver of any ethics policy for any director or executive officer. Our integrity manual is published on the integrity section of GE’s website at www.ge.com. Section 11 of the governance principles, at page 69, more fully addresses our code of conduct.