Ally Bank 2012 Annual Report Download - page 215

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Ally Code of Ethics
Ally has published on its website the Ally Code of Conduct and Ethics (the Code) that is applicable to all employees. The Code further
includes certain provisions that apply specifically to Ally “financial professionals” (as that term is defined in the Code). The Code has been
posted on Ally's internet website at www.ally.com, under “About Ally,” and “Policies & Charters.” Any amendment to, or waiver from, a
provision of the Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or
persons performing similar functions will be posted at this same internet website location as required by applicable law.
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 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, six directors appointed by Treasury, and three independent directors.
Audit Committee — We have established a separately designated standing Audit Committee. Members currently include Chairman
Robert T. Blakely, Mayree C. Clark, John D. Durrett Jr., Marjorie Magner, 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, Henry S. Miller, 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.
Table of Contents Ally Financial Inc. • Form 10-K