GE 2004 Annual Report Download - page 32

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Claudio X. Gonzalez 1, 2, 3
Chairman of the Board and Chief Executive Officer,
Kimberly-Clark de Mexico, S.A. de C.V., Mexico City,
and Director, Kimberly-Clark Corporation, consumer
products. Director since 1993.
Ann M. Fudge 4
Chairman and Chief Executive Officer, Young &
Rubicam Inc., advertising and media services, New
York, N.Y. Director since 1999.
Robert J. Swieringa 1
Anne and Elmer Lindseth Dean and Professor of
Accounting, S.C. Johnson Graduate School of
Management, Cornell University, Ithaca, N.Y.
Director since 2002.
Roger S. Penske 4
Chairman of the Board, Penske Corporation,
Penske Truck Leasing Corporation and United Auto
Group, Inc., transportation and automotive services,
Detroit, Mich. Director since 1994.
Sam Nunn 2, 4
Co-Chairman and CEO, Nuclear Threat Initiative,
Washington, D.C. Director since 1997.
James I. Cash, Jr. 1, 4
Retired James E. Robison Professor of Business
Administration, Harvard Graduate School of
Business, Boston, Mass. Director since 1997.
A.G. Lafley 3
Chairman, President and Chief Executive,
The Procter & Gamble Company, personal
and household products, Cincinnati, Ohio.
Director since 2002.
Andrea Jung 2, 3
Chairman of the Board and Chief Executive Officer,
Avon Products, Inc., cosmetics, New York, N.Y.
Director since 1998.
Kenneth G. Langone 1, 3
Chairman, President and Chief Executive Officer,
Invemed Associates, LLC, investment banking and
brokerage, New York, N.Y. Director since 1999.
Douglas A. Warner III 1, 2, 3
Former Chairman of the Board, J.P. Morgan Chase &
Co., The Chase Manhattan Bank, and Morgan
Guaranty Trust Company of New York, investment
banking, New York, N.Y. Director since 1992.
Ralph S. Larsen 2, 3, 5
Former Chairman and CEO, Johnson & Johnson,
pharmaceutical, medical and consumer products,
New Brunswick, N.J. Director since 2002.
Rochelle B. Lazarus 3, 4
Chairman and Chief Executive Officer, Ogilvy &
Mather Worldwide, advertising, New York, N.Y.
Director since 2000.
Jeffrey R. Immelt 4
Chairman of the Board and Chief Executive Officer,
General Electric Company. Director since 2000.
Sir William M. Castell 4
Vice Chairman of the Board and Executive Officer,
General Electric Company, and President and Chief
Executive Officer, GE Healthcare. Director since 2004.
Dennis D. Dammerman 4
Vice Chairman of the Board and Executive Officer,
General Electric Company, and Chairman, General
Electric Capital Services, Inc. Director since 1994.
Robert C. Wright 4
Vice Chairman of the Board and Executive Officer,
General Electric Company, and Chairman and Chief
Executive Officer, NBC Universal, Inc. Director since 2000.
1 Audit Committee
2 Management Development
and Compensation Committee
3 Nominating and Corporate
Governance Committee
4 Public Responsibilities Committee
5 Presiding Director
In November 2004, the Financial Times’ annual survey of 1,100
CEOs from around the world recognized the board’s commitment
by rating the Company number one in corporate governance.
As part of its oversight of management, in 2004, our outside
board members made 30 visits to GE businesses. The board also
received special briefings on a variety of strategic issues, including:
financial structure, controllership and financial risk, technology,
security, the competitive strategy of each business, compliance and
corporate social responsibility. The board and each of its committees
conducted a thorough self-evaluation as part of its normal gover-
nance cycle. Each of the committees recommended changes to
its key practices and the board updated GE’s governance principles.
Each of these documents is published in the Governance section
of the GE Web site at www.ge.com/governance.
The GE board held 10 meetings in 2004. In December, the
board voted to increase GE’s quarterly dividend for the 29th
consecutive year. The Audit Committee, composed entirely of
independent directors, held 10 meetings to review the activities
and independence of GE’s external auditors and the activities
of GE’s internal audit staff. It also reviewed our progress in
implementing 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, composed entirely of independent
directors, in nine meetings approved all executive compensation
actions for our executive officers and reviewed all executive
compensation plans, policies and practices, changes in executive
assignments and responsibilities, and key succession plans.
The Nominating and Corporate Governance Committee, composed
entirely of independent directors, met four times to consider GE’s
response to corporate governance trends and to nominate
directors. The Public Responsibilities Committee, in three meetings,
reviewed GE’s litigation matters, policy issues relating to security,
and GE’s policy on charitable contributions.
Finally, we are grateful for the energetic, insightful and con-
structive service given to GE by Ken Langone, who has decided
not to stand for re-election to the board.
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