Ford 2014 Annual Report Download - page 190

Exhibit 24
FORD MOTOR COMPANY
Certificate of Secretary
The undersigned, Bradley M. Gayton, Secretary of Ford Motor Company, a Delaware corporation (the
“Company”), DOES HEREBY CERTIFY that the following resolutions were adopted at a meeting of the Board of
Directors of the Company duly called and held on February 11, 2015 and that the same are in full force and effect:
WHEREAS, pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, Mark Fields, President and
Chief Executive Officer of the Company, and Bob Shanks, Executive Vice President and Chief Financial Officer of
the Company, each will execute certifications with respect to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2014 (“Form 10-K Report”), which certifications are to be set forth in the Form 10-K
Report; and
WHEREAS, such certifications are made, in part, on reliance of the assurances given by the Company’s
Disclosure Committee, co-chaired by David G. Leitch, Group Vice President and General Counsel of the Company,
and Stuart Rowley, Vice President and Controller of the Company, which committee oversees the preparation of the
Company’s annual and quarterly reports.
NOW, THEREFORE, BE IT:
RESOLVED, That the draft Form 10-K Report presented to this meeting to be filed with the Securities and
Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended, be and hereby
is in all respects authorized and approved; that the directors and appropriate officers of the Company, and each of
them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the
Company, or both, as the case may be, the Form 10-K Report, and any and all amendments thereto, with such
changes therein as such directors or officers may deem necessary, appropriate or desirable, as conclusively
evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and
hereby are authorized to cause the Form 10-K Report and any such amendments, so executed, to be filed with the
Commission.
RESOLVED, That each officer and director who may be required to sign and execute the Form 10-K Report or
any amendment thereto or document in connection therewith (whether in the name and on behalf of the Company,
or as an officer or director of the Company, or otherwise), be and hereby is authorized to execute a power of
attorney appointing S. J. Rowley, D. G. Leitch, B. M. Gayton, L. J. Ghilardi, and C. M. MacGillivray, and each of
them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place, and stead in any
such capacity the Form 10-K Report and any and all amendments thereto and documents in connection therewith,
and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and
to have full power and authority to do and perform in the name and on behalf of each of said officers and directors
who shall have executed such power of attorney, every act whatsoever which such attorneys, or any of them, may
deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes
as such officers or directors might or could do in person.
WITNESS my hand as of this 13th day of February, 2015.
/s/ Bradley M. Gayton
Bradley M. Gayton
Secretary
(SEAL)