Guidelines for nominating individuals to serve on the GMAC Board of Directors.
The success of GMAC in achieving its strategic intent depends upon the strength of its Board.
The Board of Directors shall be comprised of a minimum of fifteen (15) and a maximum of nineteen (19) Directors, including the CEO (as a voting ex officio Director) and up to eighteen (18) Directors who are to be qualified, nominated, and elected, each for a four (4) year term, as follows:
- A minimum of six (6) and a maximum of eight (8) Directors are deans or chief executive officers of the Members (the “Dean Directors”). Each Dean Director is elected by a majority vote of the Deans, or other chief executive officers of the Members.
- A minimum of four (4) and a maximum of six (6) Directors are selected from the Primary Representatives or Alternate Representatives of Members (the “Representative Directors”). Representative Directors must be employed by the graduate business school (or equivalent) of a Member. Each Representative Director is elected by a majority vote of the Primary Representatives of the Members.
- A minimum of four (4) and a maximum of six (6) of the Directors are to be elected by a majority vote of the Board of Directors then in office (the “Board-Elected Directors”). Each of the Board-Elected Directors must be an executive or former executive of a not-for-profit or a for-profit organization.
Whatever their category, all Board members have a similar set of duties. These include: determining GMAC’s strategic objectives and supporting policies; monitoring and maintaining GMAC’s financial health; appointing the President and CEO; ensuring good governance and risk management practices; and accounting to stakeholders. Board members’ primary responsibility is to GMAC, although they all bring different perspectives and understanding of the world.
As you consider who to suggest for the GMAC board please bear the following in mind:
- All Board members need to have a strong understanding of the Board’s strategy and fiduciary obligations. The distribution of Board members’ other competence and experience varies over time, reflecting the needs of the organization.
- In order to balance the experience of continuing Board members, we are approaching the candidate selection process with a particular focus on geographic representation (Europe, India, Africa) and global expertise and investment management experience in 2017.
- You must discuss your nomination(s) with the individual(s) prior to submission. By nominating any individual, you attest to their willingness to be considered for the open Board positions.
- Nominations close on February 3, 2017.
- Use the Board of Directors Nomination Form to nominate yourself and/or other individuals.
For your reference, the following documents are also available:
Nomination and Election Process
Nominations received by February 3, 2017 will be reviewed by the Nominating & Governance Committee of the GMAC Board of Directors. At the March 2017 meeting, the Board of Directors will select the slate of directors to put forward for election. The online election period will run from April 3 - May 1, 2017.
- Selected Dean Directors will be elected by majority vote of the Deans or other chief executive officers of the membership.
- Selected Representative Directors will be elected by majority vote of the Primary Representatives of the membership.
GMAC will confirm and validate proxy votes on May 2 and newly elected Board members will be announced shortly thereafter.
Your participation in the nomination and subsequent election processes is essential to maintaining the strength of the Board. If you have any questions, please contact your school's account manager or the Governance team at email@example.com.