Corporate Governance – Board of Directors

Ford's corporate governance principles, code of ethics and charters for each Board committee – all publicly available in the corporate governance section of Ford's Web site – set the framework for Ford's Board of Directors.

Ford's Board addresses significant business issues as a full group and through five committees: Audit, Compensation, Finance, Nominating and Governance, and Sustainability. In July 2008, the former Environment and Public Policy Committee was renamed the Sustainability Committee, reflecting the evolution of its responsibilities and the Company's challenges and opportunities. The principal functions of the Sustainability Committee are as follows.

• Assist management in the formulation and implementation of policies, principles and practices to foster the sustainable growth of the Company on a worldwide basis. "Sustainable growth" means the ability to meet the needs of present motor vehicle customers while taking into account the needs of future generations. "Sustainable growth" shall also encompass a business model that creates value consistent with the long-term preservation and enhancement of financial, environmental and social capital.
• Assist management in the formulation and implementation of policies, principles and practices to permit the Company to respond to evolving public sentiment and government regulation in the area of motor vehicle and stationary source emissions, especially in the area of greenhouse gas emissions and fuel economy and CO2 regulation.
• Assist management in setting strategy, establishing goals and integrating sustainability into daily business activities across the Company.
• Review on a continuing basis new and innovative technologies that will permit the Company to achieve sustainable growth and Company actions to protect those technologies.
• Review on a continuing basis partnerships and relationships, both current and proposed, with customers and others that support the Company's sustainable growth.
• Review on a continuing basis the Company's communication and marketing strategies relating to sustainable growth.

During 2008, five Directors served on the Sustainability Committee, which is chaired by Dr. Homer Neal, an independent director. Ford's Board of Directors met 11 times and the Environmental and Public Policy Committee met four times.

Because Ford is a large and complex company, the Board's Nominating and Governance Committee considers several qualifications when considering candidates for the Board. Among the most important qualities directors should possess are the highest personal and professional ethical standards, integrity and values. They should be committed to representing the long-term interests of all of the shareholders. Directors must also have practical wisdom and mature judgment. Directors must be objective and inquisitive. Ford recognizes the value of diversity and we endeavor to have a diverse Board, with experience in business, government, education and technology, and in areas that are relevant to the Company's global activities.

In early 2009, Ford announced the election of Richard A. Gephardt and Anthony F. Earley, Jr. to the company's Board of Directors. Mr. Gephardt is the former Majority Leader of the U.S. House of Representatives and served 14 terms in Congress. He is currently president and CEO of the Gephardt Group, a multi-disciplined consulting firm that helps companies compete in the global marketplace, and senior counsel and strategic advisor for DLA Piper Rudnick, one of the world's largest legal services providers. His experience helping companies and labor organizations find better ways to compete in the global economy make him a valuable addition to Ford's Board. Mr. Earley is Chairman and CEO of DTE Energy, which owns Detroit Edison, an electric utility, and Michigan Consolidated Gas Company, a natural gas utility. His expertise will be valuable at a time when automakers and utilities are working together to find ways to cooperate on the electrification of automobiles. He will also help us immeasurably as we deal with the serious issues of energy independence, energy security and sustainability.

Under New York Stock Exchange (NYSE) Listed Company rules, a majority of our directors must be independent directors. The NYSE rules also provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. Ford's standards in determining whether or not a director has a material relationship with the Company are contained in the Company's Corporate Governance Principles. Based on Ford's standards, 10 of the Company's current 13 Directors are independent. Two of Ford's Directors are women and one Director is African-American.

Each Board member participates in an annual assessment of the effectiveness of the Board and the Committees on which he or she serves. We have established a procedure for shareholders to submit accounting and other concerns to independent directors and to send other communications to the Board.

For more information on Ford's corporate governance practices, including the principles and policies that govern the conduct of the Board and the members of the Board, please see our Web site.