Stmnt re By-Laws Amendment
Ford Motor Co
12 February 2004
Letter to RNS
Please be informed that on February 12, 2004, the Board of Directors of Ford
Motor Company amended the Company's By-Laws. Article IV, Section 5 was amended
to provide the Finance Committee with the authority to approve capital
expenditures that relate to product programs that are within the Board approved
annual product program budget and schedule. Article IV, Section 3 was amended to
provide the Compensation Committee with the authority to make recommendations
with respect to the Company's management organization, nominations and election
of officers, succession plans and the appointment of other employees of the
Company. Article IV, Section 6 was amended to focus the responsibilities of the
Nominating and Governance Committee with respect to the nominations and
elections of directors of the Company.
Letter from Ford Motor Company
FORD MOTOR COMPANY
CERTIFICATE
I, Peter J. Sherry, Jr., Secretary of FORD MOTOR COMPANY, a Delaware corporation
(the 'Company'), DO HEREBY CERTIFY that the following are true and correct
excerpts from the minutes of a meeting of the Board of Directors of the Company
duly called and held on February 12, 2004, and that the same are now in full
force and effect:
RESOLVED, That Article IV, Section 5 of the By-Laws of the Company is amended
and restated in its entirety to read as follows:
ARTICLE IV
COMMITTEES
Section 5. Finance Committee.
The Finance Committee shall review all aspects of the Company's policies and
practices that relate to the management of the financial affairs of the Company,
not inconsistent, however, with law or with such specific directions as to the
conduct of affairs as shall have been given by the Board of Directors. The
Committee shall have the authority to approve capital expenditures related to
product programs within the annual product program budget approved by the Board.
The Committee shall report periodically to the Board regarding approval of such
capital expenditures. The Committee also shall perform such other functions and
exercise such other powers as may be delegated to it from time to time by the
Board of Directors. From time to time the Committee shall report and make
recommendations to the Board of Directors concerning the results of its review
and such other matters relating to the foregoing matters as the Committee
believes merit consideration by the Board of Directors.
RESOLVED, That Article IV, Section 3 of the By-Laws of the Company is amended
and restated in its entirety to read as follows:
ARTICLE IV
COMMITTEES
Section 3. Compensation Committee.
The Compensation Committee shall fix from time to time the salaries of members
of the Board of Directors who are officers or employees of the Company, the
President, and of any and all Vice Chairmen of the Company, Executive Vice
Presidents, Group Vice Presidents and Vice Presidents of the Company. The
Committee from time to time shall consider and make recommendations to the Board
of Directors, to the Chairman of the Board of Directors and to the President
with respect to the management organization of the Company, the nominations or
elections of officers of the Company, senior management succession plans and the
appointments of such other employees of the Company as shall be referred to the
Committee. It also shall perform such functions as may be delegated to it under
the provisions of any bonus, supplemental compensation, special compensation or
stock option plan of the Company.
RESOLVED, That Article IV, Section 6 of the By-Laws of the Company is amended
and restated in its entirety to read as follows:
ARTICLE IV
COMMITTEES
Section 6. Nominating and Governance Committee
The Nominating and Governance Committee from time to time shall consider and
make recommendations to the Board of Directors and to the Chairman of the Board
of Directors with respect to the nominations or elections of directors of
the Company.
The Committee from time to time shall consider the size, composition,
functioning and compensation of the Board of Directors and make recommendations
to the Board of Directors with respect to such matters. Prior to the annual
meeting of stockholders each year, and prior to any special meeting of
stockholders at which a director is to be elected, the Committee shall recommend
to the Board of Directors persons proposed to constitute the nominees whose
election at such meeting will be recommended by the Board of Directors.
The authority vested in the Committee by this section shall not derogate from
the power of individual members of the Board of Directors to recommend or place
in nomination persons other than those recommended by the Committee.
The Committee also shall perform such other functions and exercise such other
powers as may be delegated to it from time to time by the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal
of the Company this 12th day of February 2004.
By
Peter J. Sherry, Jr.
Secretary
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