General Motors 2010 Annual Report Download - page 286

GENERAL MOTORS COMPANY AND SUBSIDIARIES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed
in reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and
reported within the specified time periods and accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chairman and CEO and our Vice Chairman and CFO, evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at
December 31, 2010. Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures required by
paragraph (b) of Rules 13a-15 or 15d-15 were effective as of December 31, 2010.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting. This system is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP,
and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets
that could have a material effect on the consolidated financial statements.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31,
2010, utilizing the criteria discussed in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over
financial reporting was effective at December 31, 2010.
Based on management’s assessment, we have concluded that our internal control over financial reporting was effective at
December 31, 2010. The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in its report which is included herein.
Remediation and Changes in Internal Controls
In our 2009 Annual Report on Form 10-K, we identified a material weakness because we did not maintain effective controls over
the period-end financial reporting process. A material weakness is a deficiency, or combination of deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated
financial statements will not be prevented or detected on a timely basis.
In 2009, significant activities were performed in remediating the material weakness. However, we were not able to sufficiently test
the operating effectiveness of certain remediated internal controls given the limited time that controls were in operation. During 2010,
management led various initiatives to further enhance our controls over period-end financial reporting, including training and
enhanced procedures related to the preparation of the statement of cash flows, to help ensure controls over the period-end financial
reporting process would operate as they had been designed and deployed during the 2009 material weakness remediation efforts.
Based upon the actions taken and our testing and evaluation of the effectiveness of our internal controls, we have concluded the
material weakness related to controls over the period-end financial reporting process no longer existed as of December 31, 2010.
284 General Motors Company 2010 Annual Report