GENERAL MOTORS COMPANY AUDIT COMMITTEE CHARTER Amended and Restated: December 13, 2017 Purpse The purpse f the Audit Cmmittee is t assist the Bard f Directrs f General Mtrs Cmpany in its versight f the quality and integrity f GM s financial statements, GM s cmpliance with legal and regulatry requirements, the qualificatins, perfrmance and independence f the external auditrs and the perfrmance f GM s internal audit staff. The Cmmittee shall (amng ther respnsibilities and duties specified in this Charter): independently and bjectively mnitr the effectiveness f GM s financial reprting prcess and systems f disclsure cntrls and internal cntrls; select and engage GM s external auditrs and review and evaluate the external auditrs audit prcess ; review and evaluate the scpe and perfrmance f the internal audit functin; prvide fr pen, nging cmmunicatins regarding GM s financial psitin and affairs between the Bard and the external auditrs, GM s financial and senir management, and GM s internal audit staff; review GM s plicies and cmpliance prcedures regarding ethics and legal risk; versee the preparatin f the Audit Cmmittee Reprt fr the annual prxy statement; and prvide peridic status reprts t the Bard. The Cmmittee s functin is nt t replace the Cmpany s management, internal auditrs and external auditrs; rather, it is t versee their activities. It is the respnsibility f the Cmpany s management t prepare the Cmpany s financial statements and t develp and maintain adequate systems f internal accunting and financial cntrls, and it is the internal and external auditrs respnsibility t review and, when apprpriate, audit these financial statements and internal cntrls. The Cmmittee recgnizes that the financial management and the internal and external auditrs have mre knwledge and infrmatin abut the Cmpany than d Cmmittee members. Cnsequently, in carrying ut its versight respnsibilities, the Cmmittee des nt prvide any expert r special assurance as t the Cmpany s financial statements r internal cntrls r any prfessinal certificatin as t the external auditrs wrk. Membership The Cmmittee shall be cmpsed f n fewer than three independent members, and the Cmmittee s cmpsitin shall satisfy the Listing Standards f the New Yrk Stck Exchange relating t audit cmmittee membership and such ther requirements as shall be prvided in the Securities Exchange Act f 1934 ( Exchange Act ), and rules prmulgated thereunder, the Cmpany s bylaws r as the Bard 1
shall therwise determine. Members als shall be financially literate, and the Cmmittee shall have at least ne member qualified as an audit cmmittee financial expert as defined by applicable regulatins. The members f the Cmmittee and the Cmmittee Chair shall be appinted, and may be replaced, by the Bard upn cnsideratin f the recmmendatins f the Gvernance and Crprate Respnsibility Cmmittee; prvided, hwever, that all members f the Cmmittee shall be independent directrs. The Cmmittee members and the Cmmittee Chair shall serve until they are replaced, they resign r their successrs are duly elected and qualified. Meetings The Cmmittee shall meet as ften as may be deemed necessary r apprpriate. Attendance by a majrity f the Cmmittee members at a meeting cnstitutes a qurum fr the transactin f business. Except as therwise required fr regulatry reasns r therwise desired by the Cmmittee, the Chairman f the Bard and the Lead Directr, if elected, shall be invited t every meeting and ther directrs wh are nt members f the Cmmittee may attend meetings at the discretin f the Cmmittee Chair, but such nn-cmmittee members shall have n vting rights. The Cmmittee Chair may ask members f management r thers t attend all r any prtin f any meeting r t prvide relevant infrmatin in written frm. The Cmmittee shall meet peridically in executive sessin absent GM management. The Cmmittee Chair shall be respnsible fr scheduling all meetings f the Cmmittee and prviding the Cmmittee with a written agenda fr each meeting. The Cmmittee Chair shall preside at the meetings f the Cmmittee. In the absence f the Cmmittee Chair, the majrity f the members f the Cmmittee present at the meeting shall appint a member t preside at the meeting. The Cmmittee Chair shall reprt t the full Bard regularly fllwing each meeting and make such recmmendatins t the Bard as the Cmmittee deems apprpriate. The Cmmittee may adpt such ther rules and regulatins fr calling and hlding its meetings and fr the transactin f business at such meetings as is necessary r desirable and nt incnsistent with the prvisins f the bylaws r this Charter. Respnsibilities and Duties T carry ut its respnsibilities, the Cmmittee shall undertake the fllwing activities: Financial Statements Discuss with management and the external auditrs the annual audited financial statements and quarterly financial statements prir t filing. This will include Management s Discussin and Analysis f Financial Cnditin and Results f Operatins and GM s earnings annuncements, including the use f pr frma r adjusted nn- GAAP infrmatin, as well as financial infrmatin and earnings guidance prvided t analysts and rating agencies, and the results f the external auditrs reviews. These discussins may be general, cvering the type f infrmatin t be disclsed and presentatin t be made, and need nt take place in advance. The Cmmittee may be represented by the Cmmittee Chair r a subcmmittee t review earnings annuncements. Peridically and in cnnectin with the review f annual audited financial statements and quarterly financial statements: 2
Review critical accunting plicies, financial reprting and accunting standards and principles (including significant changes t these principles r applicatin), and key accunting decisins and judgments affecting GM s financial statements. The review shall include the ratinale fr such chices and ther GAAP treatments cnsidered by management, if apprpriate; Review the effect f regulatry and accunting initiatives, as well as ff-balance sheet structures, n the financial statements; Review with the external auditrs any alternative accunting treatment r fraud r illegal acts that the external auditrs discussed with management, disagreements with management, difficulties encuntered in perfrming its review r audit, r any issues with management s respnse t any f the freging; Review GM s financial reprting prcess, including disclsure cntrls and prcedures, the systems f internal cntrl, and the external auditrs attestatin f management s internal cntrl reprt; Discuss with the external auditrs matters required t be discussed by Statement n Auditing Standards N. 114 regarding the cnduct f the audit; and Review any disclsure f material weaknesses r significant deficiencies in the design r peratin f internal cntrls and any additinal audit prcedures perfrmed as a result f such weaknesses r deficiencies. Review and apprve as necessary: Any cmmitment t an exit r dispsal plan r ther dispsitin f a lng-lived asset r terminatin f emplyees under a plan f terminatin described in FASB Accunting Standards Cdificatin 420-10-25-4, under which GM will incur material charges; Any determinatin r cnclusin by management that a material charge t ne r mre f GM s assets, including impairments f securities r gdwill, is required; and Any determinatin r cnclusin by management that any previusly issued annual r quarterly financial statements shuld n lnger be relied upn because f a material misstatement r missin. In the event f any material restatement r material reclassificatin resulting frm a material errr t GM s audited cnslidated financial statements, make apprpriate inquiry in its judgment abut the cause t determine if any ther actin shuld be taken and if additinal internal cntrls shuld be implemented t prevent recurrences in the future. Recmmend t the Bard whether the audited financial statements shuld be included in the Annual Reprt n Frm 10-K. 3
External Auditrs Annually, select and engage, and, if apprpriate, terminate r replace the incumbent, external auditrs, including any external auditrs wh audit the financial statements f GM s direct and indirect subsidiaries (i.e., cmpanies in which GM has mre than 50% f the equity interest r management cntrl where GM s wnership is less than 50% f the equity interest). The Cmmittee s selectin shall be submitted annually t the sharehlders fr ratificatin. The external auditrs are accuntable t the Cmmittee. At least annually, evaluate the qualificatins, perfrmance and independence f the external auditrs, including the scpe and results f the annual independent audit, taking int cnsideratin the quality, candr, capabilities, fees, tenure and ther relevant infrmatin regarding the external auditrs. At least annually, apprve the external auditrs engagement fees and pre-apprve any nn-audit services t be perfrmed by the external auditrs. At least annually, review reprts by the external auditrs regarding: their internal quality cntrl prcedures; any material issues raised within the preceding five years by the mst recent internal quality cntrl review, peer review, r by any inquiry r investigatin by gvernmental r prfessinal authrities, and any crrective actins taken; and all relatinships between the external auditrs and GM. At least annually, inquire f the external auditrs whether they have becme aware f any items relating t the detectin f material illegal acts r material related party transactins during the curse f their prcedures. At least annually, cnfirm that rtatin f the external auditrs audit partners satisfies regulatry requirements, and set clear plicies abut hiring current r frmer emplyees f the external auditrs. At least annually, review and discuss with the external auditrs any cmmunicatins required by Public Cmpany Accunting Oversight Bard r Securities and Exchange Cmmissin standards, as amended r supplemented. At least annually, review and discuss the scpe and plan f the independent audit. N less frequently than nce every ten years, cnduct a detailed review f the Cmpany's selectin f external auditrs, including, t the extent the Cmmittee believes it is relevant t such a review, a cmparisn f the resurces available frm ther auditing firms. At least annually, and mre frequently as necessary, meet in private sessin with the external auditrs. Internal Audit Staff Annually review the authrity, perfrmance, and bjectivity f the internal audit functin. Review and discuss any significant internal audit findings that have been reprted t management and the prgress f the related crrective actin plans. 4
Annually review and apprve the GMAS Internal Audit Charter, budget, staffing, skills and audit plan. Such annual plan shall include the general activities f the internal audit functin including audits and reviews f GM s financial, cmpliance and peratinal activities. The Cmmittee shall review and apprve all significant changes t the audit plan. Annually review the perfrmance and cmpensatin f the General Auditr. Cncur in the appintment, rtatin, r dismissal f the General Auditr. At least annually, and mre frequently as necessary, meet in private sessin with the General Auditr. The General Auditr shall have direct access, t the Cmmittee Chair, as the General Auditr deems it necessary. Legal, Cmpliance, and Risk Management Oversee the establishment and maintenance f prcedures fr the receipt, retentin, and treatment f cmplaints r cncerns received by GM regarding accunting, internal accunting cntrls, r auditing matters, including enabling emplyees t submit cncerns cnfidentially and annymusly. Review management s disclsure f any fraud that invlves management r ther emplyees wh have a significant rle in internal cntrl. At least annually, review prcedures and cmpliance prcesses regarding crprate ethics and standards f business cnduct as embdied in GM s cde f cnduct, Winning With Integrity, and apprve any significant revisins. Prvide versight fr legal, internal audit, regulatry and cmpliance prgrams. The General Cunsel, General Auditr and the Chief Cmpliance Officer shall reprt, and have direct access, t the Audit Cmmittee n legal, regulatry and cmpliance matters. Review, at least annually, plicies and prcedures regarding fficers expense accunts and perquisites, including their use f crprate assets and results f any review by the internal audit staff r the external auditrs. Review management s assessment f legal and regulatry risks identified in GM s cmpliance prgrams. At least annually, and mre frequently as necessary, meet in private sessin with the General Cunsel. Annually review and apprve the Glbal Ethics and Cmpliance Center Charter, budget, staffing, allcatin f resurces, and annual plan f activities cnducted under the directin f the Chief Cmpliance Officer. At least annually, and mre frequently as necessary, meet in private sessin with the Chief Cmpliance Officer. As the Qualified Legal Cmpliance Cmmittee (QLCC), review and discuss any reprts received frm attrneys regarding securities law vilatins and/r breaches f fiduciary 5
duties which were reprted t the General Cunsel r the Chief Executive Officer and nt reslved t the satisfactin f the reprting attrney. Discuss plicies regarding risk assessment and risk management, which shuld include discussin f GM s majr financial and accunting risk expsures and actins taken t mitigate these risks. The Cmmittee may diverge frm this list as apprpriate where circumstances r regulatry requirements change. Other Respnsibilities and Charter Amendments The Cmmittee shall review annually its perfrmance (including its effectiveness and cmpliance with this Charter). Amendments t this Charter must be apprved by the Bard. Cmmittee Authrity The Cmmittee shall have the authrity t undertake any ther actin r exercise such ther pwers, authrity and respnsibilities as the Cmmittee determines necessary r apprpriate t the discharge f the respnsibilities and duties set frth in this Charter r the bylaws, r therwise required by applicable laws, rules r regulatins, r as shall therwise be determined by the Bard. The Cmmittee, thrugh the Cmmittee Chair, shall have full access t the bks, recrds, facilities and persnnel f the Cmpany. The Cmmittee may, at the Cmpany s expense, btain advice, assistance, and supprt frm utside advisrs as it deems apprpriate t perfrm its duties. The Cmmittee may frm and delegate authrity t subcmmittees cnsisting f ne r mre members, when it deems apprpriate, including the authrity t grant preapprvals f audit and permitted nn-audit services, prvided that decisins f such subcmmittee t grant preapprvals shall be presented t the full Cmmittee at its next regularly scheduled meeting fr their infrmatin. In s delegating authrity, the Cmmittee shall nt abslve itself frm the respnsibilities it bears under the terms f this Charter. 6