Introduction
General Motors is a multinational corporation primarily engaged in designing, manufacturing, and selling vehicles and vehicle parts. The company was founded in 1908 and has since become one of the largest automakers in the world (LAWRIE, G.R., 2020). The company is strongly committed to corporate governance, ethics, and risk management. GM’s board of directors oversees the company’s management and ensures that it acts in the shareholders’ best interest. The company also has a code of conduct that outlines ethical behavior for employees and suppliers. GM takes risk management seriously and has implemented various measures to identify, assess, and mitigate risks. Overall, GM’s corporate governance, ethics, and risk management practices reflect its commitment to responsible and sustainable business practices, which will be discussed in this essay.
Corporate Governance
The board, which shareholders elect, oversees and provides guidance on the company’s activities. It decides all significant issues for the corporation, with the exception of those designated for shareholders. The board is in charge of overseeing the business’s strategic direction and making sure it is being followed. It ensures that the organization’s assets are safeguarded, that efficient financial and other internal controls are put up, those laws are observed, and that there is sound governance (Karpoff, 2021). The board is committed to putting into place and reviewing corporate governance guidelines and procedures that will enable GM to operate responsibly, develop further, and boost long-term shareholder value. On ESG (environmental, social, and governance) activities, the Board of Directors works with management. ESG-related topics are discussed at board and committee meetings and are on the agenda.
Leadership structure
General Motors Company has a hierarchical leadership structure with a Board of Directors overseeing the company’s operations (Podolny and Hansen, 2020). The board is now chaired by Patricia Russo, an Independent Lead Director, in addition to Mary Barra, Chair and CEO. The board is comprised of 13 members, with the exception of Ms. Barra, in compliance with the Board’s Corporate Governance Rules, which mirror the independence standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission. Because of her in-depth knowledge of GM’s operations and prospects for the future, the board believes that Ms. Barra provides focused leadership to the panel. Under the CEO, several key executives oversee different areas of the company, such as finance, operations, marketing, and human resources. Additionally, several layers of management within each department oversee day-to-day operations. Overall, General Motors Company has a well-structured leadership hierarchy that allows for efficient decision-making and management of the company’s operations.
Committee Structure and ESG Governance
The board has six standing committees, including Audit, Executive, Executive Pay, Finance, Governance and Corporate Responsibility, and Risk and Cybersecurity. Except for the Executive Committee, every member of the board’s other standing committees is an independent director. The panel, as a whole and through its various committees, is committed to overseeing GM’s incorporation of ESG principles across the firm and the management of risks and opportunities associated with doing so (Lee and Raschke, 2023). GM’s 2022 Proxy Statement elaborates on each committee’s roles, responsibilities, and focus areas. Each committee’s purpose, authority, and duties are spelled out in detail in their own charters. Open and reliable financial reporting; risk assessment and containment (including climate change and other ESG issues); compliance and ethics; product and workplace safety; supply chain and civil rights; pay-for-performance; data security; diversity, equity, and inclusion; Board and management succession planning; are just some of the areas that the committees help the board better monitor.
Shareholder Engagement
General Motors has a strong commitment to shareholder engagement. The company regularly communicates with its shareholders through various channels, including annual meetings, quarterly earnings calls, and investor conferences. In addition, General Motors provides regular updates on its financial performance, strategic initiatives, and corporate governance practices (Lambert, 2022). The company also has a robust investor relations website that contains a wealth of information for shareholders, including financial reports, SEC filings, and other relevant information. Overall, General Motors is committed to maintaining open and transparent communication with its shareholders to ensure they are well informed about the company’s performance and strategic direction.
Board Oversight of Risk Management
By giving power to the committees it has created, the board can perform its responsibility as risk overseer. Along with other members of management, particularly the Senior Leadership Team, Ms. Barra, the Board Chair and CEO who also serves as Chief Risk Officer, sets the tone at the top and directs the organization’s risk governance through a top-down and bottom-up communication structure. The Risk Advisory Council, a cross-functional advisory body of executives and members from each business unit, is another resource the Senior Leadership Team uses. They ought to promote risk management guidelines and seek to put them into practice within their individual departments or areas.
Corporate Political Contributions and Lobbying Expenditures
The board is in charge of overseeing GM’s political activity and believes that the company should be active in influencing legislation and public policy that has an impact on the company, its industry, its shareholders, and other stakeholders. General Motors has supported and continues to support public policies that enable them to achieve the objective of long-term, sustainable growth.
Ethics
The foundation of GM’s business
Its core business is built on innovation, quality, and customer satisfaction. General Motors has a diverse portfolio of brands, including Chevrolet, Buick, GMC, and Cadillac, which cater to different market segments. The company has also invested heavily in research and development, focusing on developing new technologies that improve its vehicles’ safety, performance, and efficiency (DeAngelo, 2021). Overall, General Motors’ success is built on a commitment to delivering high-quality products and services that meet the needs of its customers.
The Fundamental Behaviors serve as a framework for their decisions and actions in an international company. GM conducts an ethical culture survey of its workers globally every few years to gauge its progress in this area. General Motors workers had a higher favorable perception of the company’s ethical culture, according to its 2020 third-party survey than the benchmark of over 500,000 responses from 32 other firms from the third-2018-2019 party (Chuang and Zhao, 2019). For the third consecutive year in 2022, General Motors was recognized as one of the World’s Most Ethical Companies by Ethisphere, a leader in establishing and advancing the norms of ethical business practices.
The World’s Most Ethical Company award recognizes GM’s transformational ethical leadership and is consistent with one of its Core Behaviors: winning with integrity. In an honest business, it all starts at the top. The Senior Leadership Team as a whole, including Chair and CEO Mary Barra, regularly communicates with all employees to reiterate the value of our Code of Conduct and their expectation that each employee will make every effort to do the right thing, even when it is intricate Ethics | General Motors 2021 Sustainability Report. (n.d.). The board is committed to performing its duties in an ethical and legal manner. All Board members, officers, and employees are required to conduct themselves in an ethical manner at all times, in addition to abiding by the law, their Code of Conduct, and any other company policies that may be in effect. All eligible salaried employees (i.e., everyone excluding those on excused leave) and the board are required to complete GM’s Code of Conduct training. The General Motors ethics and compliance program, which supports a culture of high performance with high integrity by promoting and helping enforce the principles of the General Motors Code of Conduct—Winning with Integrity, is monitored by the Audit Committee of the Board.
As the head of the Global Ethics and Compliance Center, Assistant General Counsel and Chief Compliance Officer reports directly to the Executive Vice President of Global Public Policy, General Counsel, and Corporate Secretary and indirectly to the Board’s Audit Committee (GECC). The chief compliance officer regularly updates the Audit Committee on company activities. The Audit Committee and the chief compliance officer meet alone, without other executives present, at least once a year.
GM has appointed regional compliance officers in each of its regions to better uphold compliance and ethics on a global level. At GM, they have a group of compliance specialists on hand to help with any employee questions or ethical snags. More extensive international structures and oversight related to safety, export, antitrust, data/cybersecurity, records management, and other risk-related issues have been implemented. Ethics | General Motors 2021 Sustainability Report. (n.d.). The CEO, Mrs. Barra, points out that no matter how successful GM is, they will never compromise their morals. As they begin the second year of the Deferred Prosecution Agreement linked to the ignition switch issue, they are still cooperating with the independent monitor. If someone notices any wrongdoing, they should speak up. There are many ways you may share your concerns, including the Awareline, Speak Up for Safety, the independent Monitor hotline, and their open-door policy. GM has a zero-tolerance policy for punishing people who report illegal activity.
Code of Conduct
GM’s code of conduct, winning with integrity, reaffirms the commitment of the organization to a work environment that is characterized by trust, honesty, and responsibility. It outlines the obligations that underpin how they conduct business and instructs staff on how to report safety and health concerns through various channels (e.g., Speak Up For Safety, Awareline). The non-retaliation policy of GM is emphasized repeatedly in its code of conduct. It applies to all members of management, the executive team, the board of directors, as well as all personnel employed by a subsidiary owned or run by General Motors. All third parties, including suppliers, must abide by the values and principles outlined in our GM Supplier Code of Conduct when working with or on behalf of GM Ethics | General Motors 2021 Sustainability Report. (n.d.). It is expected of GM employees who deal with our external vendors to hold them accountable. The Supplier Code of Conduct is divided into thirteen languages (including English), our Code of Conduct into nine languages (including English), and various compliance rules into numerous languages to ensure that our employees and third parties are always protected. Each person is expected to uphold the highest levels of honesty and integrity when representing GM at work, in the marketplace, or their communities. All of our regular business operations across the world are built on our Code of Conduct.
GM can make sure that its Code of Conduct is operating as intended by conducting routine third-party audits of GM’s compliance program against the Department of Justice and other pertinent laws, regulations, and rules. GM regularly assesses the risk of non-compliance as well. GM’s Code of Conduct clearly states that employees may address any questions or grievances to their local management, HR, union representatives, the GECC, legal counsel, GM’s audit team, or the Awareline.
At GM, there is a thorough procedure for declaring any possible conflicts of interest for every salaried employee and Board member. At least once throughout employment, an electronic conflict of interest questionnaire must be completed and updated as necessary to reflect any alterations in the employee’s financial or personal status. Non-employee board members are required to provide a written report of any current or potential conflicts of interest once a year. To maintain compliance awareness throughout the year, the GECC team continually develops compliance and ethical messages that emphasize the importance of these problems.
Reporting Concerns
GM offers resources and services to encourage employee expression. Thanks to an internal “Report Problems” page, employees may quickly determine the appropriate way to communicate their issues. For anyone who doesn’t feel secure using the more official reporting procedures inside the organization, they provide a 24/7 toll-free hotline. Anybody can anonymously report concerns regarding misconduct on the part of the company, its management, supervisors, or employees through Awareline, which is run by a neutral third party and offers a safe environment for that purpose. Calls, emails, and online forms may be sent at any time, day or night, and more than a dozen different languages are supported. You can file a report without disclosing your identity when the law permits.
GM’s Awareline received 4,170 reports in total in 2021, of which 3048 were classified as allegations Ethics | General Motors 2021 Sustainability Report. (n.d.). The remaining reports addressed additional topics, concepts, and inquiries. Regardless of the reporting route, GM receives reports of wrongdoing that are stored in a case management system that enables efficient investigation, follow-up, and trend tracking for compliance. GM can use the case management system to follow up with people who submit anonymous Awareline complaints while maintaining the reporter’s privacy in order to review and remedy anonymous accusations effectively.
A number of factors, such as the nature of the alleged misbehavior, the accused person’s position within the company, and any pertinent legal breaches, are considered while evaluating and prioritizing misconduct complaints. Once a month, a cross-departmental panel meets to discuss the investigation and conclusion of high-priority cases, which get additional consideration and evaluation. Additionally, there are protocols in place should a specific allegation call for prompt notice of the Board or Audit Committee and a quarterly review to determine which instances, if any, call for such reporting. The chief compliance officer regularly briefs the Audit Committee on the primary GECC priorities, accomplishments, trends, and the status and trends of Awareline submissions and Investigations.
Under the company’s non-retaliation policy (Speak Up! ), General Motors employees are protected from retaliation if they voice a problem in good faith. According to the most current Ethical Culture Survey conducted by General Motors and statistics from comparable industries, the majority of misbehavior reports are made to management. To help GM managers in these circumstances and to offer additional guidance regarding GM’s Non-Retaliation Policy, the GECC has developed a website with helpful compliance tools for managers, including compliance toolkits on various topics, compliance moments to use at meetings, quick reference compliance guides, and other materials Ethics | General Motors 2021 Sustainability Report. (n.d.). Also, GM provides supervisors with a “What Would You Do?” lecture that focuses on fictitious circumstances. In order to contact known reporters after an investigation has been completed, the GECC launched a post-investigation antiretaliation survey in 2021. This will allow the GECC to identify potential retaliation, address it, and improve the investigative process. GM managers can use these methods to create an environment where staff members feel free to voice their problems and thoughts.
Ethics Training and Education
The upkeep of the ethical culture depends on educating the staff members on the standards and values outlined in their policies. All salaried full-time employees are required to go through CRT and review the Code of Conduct once a year. All CRT courses for global workers are available in eight different languages (including English). New or updated training is made available every year, frequently with new scenarios, content, and exercises. GM uses adaptive learning technologies to ensure that each student’s training is pertinent to their job.
The Compliance Training and Communications Group at GM in the GECC is in charge of maintaining the CRT. The CRT governance board approves the annual program and policy certification requirements, a cross-functional group that includes senior leaders from human resources. After this, the course owners and subject matter experts develop the course objectives and content based on the company’s risk analysis any new compliance regulations. GM keeps the values of accountability, respect, and trust in mind when choosing vendors, course sizes, due dates, and other course-related decisions (Martinez, 2020). They achieve this, for example, by establishing precise and uniform standards for course content and ensuring that courses are condensed and relevant to employees’ jobs.
After receiving training on the Code of Conduct, employees must sign a paper attesting that they comprehend its provisions, agree to adhere to them, have declared any new possible conflicts of interest, and have reported any violations of the code any vehicle or workplace safety hazards. All GM salaried employees who qualified for the CRT and Code of Conduct Certification Programs completed them satisfactorily in 2021.
In addition to providing our Code of Conduct and requiring yearly training on these topics, GM uses risk-based methodologies to give thousands of employees live or “virtual” training on ethical and compliance-related concerns each year. Live training sessions conducted by the Compliance Team and attended by specific audiences covered a variety of pertinent compliance topics, including export compliance, antitrust, the Foreign Corrupt Practices Act, privacy, working with third parties, competing in the market without compromising our values, and other relevant compliance topics (Martinez, 2020). The GECC uses on-demand microlearning modules to guarantee that all employees have access to recurring refresher training on gifts and entertainment policies and conflicts of interest processes. Not to mention, GM holds a Compliance and Ethics Week each year, during which we promote our Winning with Integrity behavior through games, leadership messaging, compliance toolkits, employee recognitions, and more. The integrity of their dealings with vendors, governments, and other third parties is always at the forefront of the minds of GM personnel as they continue to win throughout the year.
Risk Management
General Motors (GM) implemented a program called Enterprise Risk Management after declaring bankruptcy. GM created a three-tier system to categorize hazards more precisely according to their importance (Vishnu, Sridharan, and Kumar, 2019). GM looked for areas where opinions on what should be prioritized as a risk naturally diverged. If General Motors were to switch from making conventional to making electric cars, there would be a significant amount of inherent risk, current risk, and residual risk.
The company’s management team is in charge of creating, putting into action, and maintaining the framework for risk management. Management must design and maintain effective risk governance, processes, and procedures to recognize, assess, and control the company’s key enterprise, enterprise-wide, and cybersecurity risks (de Araújo Lima, Crema, and Verbano, 2020). The Board of Directors routinely analyzes the company’s risk management policies and procedures, including those for guaranteeing the security of its clients and workers. The committee receives reports from management on an as-needed and as-appropriate basis about the identification and mitigation of significant strategic, enterprise, and cybersecurity risks in order to assist the board in its oversight duties. The Board’s Finance and Audit Committees continue to be in charge of keeping an eye on the company’s most significant financial and compliance risks, while the committee focuses primarily on the most important strategic, enterprise, and cybersecurity risks the company faces.
General Motors utilizes a comprehensive enterprise risk management system to identify, assess, and mitigate potential risks across the organization. This system includes regular risk assessments, risk monitoring, and risk reporting to ensure that all potential risks are identified and addressed in a timely manner (Munir et al., 2020). The company’s risk management framework is designed to align with its strategic objectives and to provide a holistic view of the risks facing the organization. Through this approach, General Motors is able to proactively manage risk and ensure the long-term success of the business.
Market risk
General Motors faces market risk due to various factors, such as changes in consumer preferences, economic conditions, and competition. Fluctuations in fuel prices, tariffs, and trade policies also impact the company’s market risk (Murphy et al., 2019). Additionally, changes in technology and regulations related to emissions and safety standards can affect the demand for General Motors products. The company closely monitors these risks and implements strategies to mitigate them.
Legal risk
General Motors faces various legal risks that could impact its business operations. These risks include product liability lawsuits related to faulty ignition switches, which have resulted in numerous deaths and injuries. The company has also faced investigations by regulatory bodies such as the National Highway Traffic Safety Administration and the Securities and Exchange Commission (Woellner, 2020). In addition, General Motors has been involved in lawsuits related to environmental issues and labor disputes. These legal risks could have significant financial and reputational consequences for the company.
Currency risk
General Motors faces currency risks due to its global operations. The company has implemented various risk management strategies to mitigate these risks. These strategies include hedging, diversification of operations, and monitoring of currency fluctuations (Jacque, 2019). Despite these measures, fluctuations in exchange rates can still impact the company’s financial performance. Therefore, General Motors continues to closely monitor currency risks and adjust its risk management strategies accordingly.
Interest rate risk
General Motors faces interest rate risks that can impact its financial performance. These risks arise from changes in interest rates that can affect the value of the company’s investments, borrowings, and pension obligations. To manage these risks, General Motors employs various risk management strategies such as interest rate swaps, caps, and floors. These strategies help the company mitigate the impact of interest rate fluctuations on its financial statements and cash flows. However, despite these risk management efforts, General Motors remains exposed to interest rate risks that can impact its profitability and financial stability.
Commodity price risk
General Motors faces commodity price risks due to the nature of its business operations. As a manufacturer of automobiles, the company is exposed to fluctuations in the prices of raw materials such as steel, aluminum, and copper. To manage these risks, General Motors employs various risk management strategies, including hedging and diversification of suppliers. However, despite these efforts, the company remains vulnerable to sudden changes in commodity prices, which could impact its profitability and financial stability (Alekseev et al., 2022). Therefore, it is crucial for General Motors to continue to monitor and manage its commodity price risks effectively.
Equity price risk
General Motors’ equity price risk is a significant concern for risk management. The company’s stock price is subject to fluctuations due to various factors, including economic conditions, market trends, and competition (van der Beck and Jaunin, 2021). To mitigate this risk, General Motors employs various risk management strategies, including hedging, diversification, and monitoring market trends. These strategies help the company to minimize the impact of equity price fluctuations on its financial performance and ensure long-term stability.
Conclusion
General Motors is committed to upholding high standards of corporate governance, ethics, and risk management. The company has implemented policies and procedures to ensure transparency and accountability in all aspects of its operations. GM’s board of directors oversees the company’s governance practices and is responsible for setting the strategic direction of the organization. The company also has a code of conduct that outlines ethical behavior for all employees and business partners. In terms of risk management, GM has established a comprehensive risk management framework to identify, assess, and mitigate risks across the organization. This includes regular risk assessments and the implementation of controls to minimize potential risks. Overall, GM is dedicated to maintaining the trust of its stakeholders through strong corporate governance, ethical behavior, and effective risk management.
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