The Board

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

Committee Members

• W. Geoffrey Beattie
• James I. Cash, Jr.
• Robert W. Lane
• James J. Mulva
• Robert J. Swieringa

Downloads

Commitee Charter (PDF)
Committee Key Practices (PDF)

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

Committee Members

• James I. Cash, Jr.
• Andrea Jung
• Robert W. Lane
• Sam Nunn
• Douglas A. Warner III

Downloads

Commitee Charter (PDF)
Committee Key Practices (PDF)

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, composed entirely of independent directors, met seven times in 2012. Chaired by Ms. Lazarus, the committee’s primary responsibilities are to: select director nominees for the Board; develop and annually review the Governance Principles; review director compensation and benefits; oversee the annual self-evaluation of the Board and its committees; make recommendations to the Board concerning the structure and membership of the Board committees; and review, approve and ratify transactions with related persons as required.

Committee Chair

Rochelle B. Lazarus

Committee Members

• Susan Hockfield
• Andrea Jung
• A.G. Lafley
• Ralph S. Larsen
• Douglas A. Warner III

Downloads

Commitee Charter (PDF)
Committee Key Practices (PDF)

Public Responsibilities Commitee

The Public Responsibilities Committee met three times in 2012. Chaired by Senator Nunn, the committee’s primary responsibilities are to: review and oversee GE positions on corporate social responsibilities and public issues of significance that affect investors and other key GE stakeholders; review the status of any significant governmental inquiry or investigation that is not related to any financial statements; identify and discuss with management risks relating to our public policy initiatives, the environment and similar matters; monitor the company’s environmental, health and safety compliance; and 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 that may engage in political activity.

Committee Chair

Sam Nunn

Committee Members

• James I. Cash, Jr.
• Ann M. Fudge
• Susan Hockfield
• Jeffrey R. Immelt
• Rochelle B. Lazarus
• James J. Mulva
• Roger S. Penske

Downloads

Commitee Charter (PDF)

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

Committee Members

• A.G. Lafley
• James S. Tisch
• John J. Brennan

Downloads

Commitee Charter (PDF)

Board Composition

Sixteen 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

• John J. Brennan (Director since 2012)
• W. Geoffrey Beattie (Director since 2009)
• James I. Cash, Jr. (Director since 1997)
• Marijn E. Dekkers (Director since 2012)
• Ann M. Fudge (Director since 1999)
• Susan Hockfield (Director since 2006)
• Andrea Jung (Director since 1998)
• A.G. Lafley (Director since 2002)
• Robert W. Lane (Director since 2005)
• Ralph S. Larsen (Director since 2002)
• Rochelle B. Lazarus (Director since 2000)
• James J. Mulva (Director since 2008)
• Sam Nunn (Director since 1997)
• Robert J. Swieringa (Director since 2002)
• James S. Tisch (Director since 2010)
• Douglas A. Warner III (Director since 1992)

Management Director

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

Material Relationship with GE

Roger S. Penske (Director since 1994)

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);
   an immediate family member receives more than $120,000 per year in direct compensation from GE;
   3. 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
   4. 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.)

All of our director nominees for 2012 attended the 2012 Annual Meeting, other than Mr. Lane who was unable to attend due to illness.