Ally Bank 2011 Annual Report Download - page 241

Table of Contents
Ally Financial Inc. • Form 10−K
Certain Corporate Governance Matters
Election of Directors — Our current directors were elected pursuant to the terms of the Amended and Restated Governance Agreement dated
May 21, 2009 (the Governance Agreement), which we have entered into with certain of our shareholders (see Exhibit 10.2 to our Form 8−K filed on
May 22, 2009). Based on the current ownership of our common stock, the Governance Agreement provides that the Ally Board of Directors (Board) is to be
comprised of the following: (1) one director designated by affiliates of Cerberus Capital Management, L.P., (2) six directors designated by the
U.S. Department of the Treasury (Treasury), (3) the chief executive officer of Ally and (4) three independent directors chosen by the members described in
(1) through (3) above. Currently, the Board consists of the Cerberus appointed director, the chief executive officer of Ally, four directors appointed by
Treasury, and three independent directors. Currently, there are two open director seats to be appointed by Treasury.
Audit Committee — We have established a separately designated standing Audit Committee. Members currently include Chairman Robert T. Blakely,
Mayree C. Clark, Marjorie Magner, John D. Durrett Jr. and John J. Stack. Each member is “independent” as required by Rule 10A−3 of the Exchange Act
and under rules of the New York Stock Exchange, and the Board has determined that all members are also qualified as “audit committee financial experts,”
as defined by the SEC.
Other Board Committees — We have also established a Risk and Compliance Committee (Risk Committee) and a Compensation, Nominating, and
Governance Committee (CNG Committee). Members of the Risk Committee currently include Mayree C. Clark (Committee Chairwoman),
Franklin W. Hobbs, Marjorie Magner, and John J. Stack. Members of the CNG Committee currently include Kim S. Fennebresque (Committee Chairman),
Robert T. Blakely, and Franklin W. Hobbs.
Director Independence — Our common stock is not registered with the SEC or listed on any stock exchange. As such, we are not required by law to
have a majority of our Board consist of independent directors. However, the Governance Agreement provides that, based on the current common stock
ownership structure, the Ally Board is to consist of eleven members with three of such members being independent. For this purpose, “independent” is
determined in accordance with the rules and regulations promulgated by the SEC and the New York Stock Exchange, each as in effect from time to time.
Independent directors are appointed by a majority vote of Treasury Designated Managers, the Cerberus Designated Managers, and the Management
Designated Managers (as those terms are defined in the Governance Agreement) which majority must include at least one designee of Treasury. The Board
has independently and affirmatively determined that all Board members, except for Mr. Carpenter, meet all the requirements for independence. Pursuant to
Ally's Bylaws, any Board member that qualifies as “independent” under the applicable standards may perform any independent director function (e.g., serve
on an audit committee of the Board). Members of the Ally Audit Committee include Chairman Robert T. Blakely, Mayree C. Clark, John D. Durrett Jr.,
Marjorie Magner, and John J. Stack. New York Stock Exchange rules require members of our audit committee to meet the SEC's definition of
“independence” as provided by Rule 10A−3 of the Exchange Act. The Ally Board has determined that each member of our audit committee meets this
independence requirement.
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