ITEM 2. CODE OF ETHICS.

 

On July 9, 2003, the Board of Directors adopted a code of ethics that applies to

registrant's  principal  executive and senior  financial  officers.  The code of

ethics    is    available     on     registrant's     Internet     website    at

http://www.generalamericaninvestors.com/governance/codeofethics.php.
Since the code of  ethics was adopted there have been no amendments to the code nor have there been

granted any waivers from any provisions of the code of ethics.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Board of Directors has determined  that none of the members of  registrant's

audit committee meets the definition of "audit  committee  financial  expert" as

the term has been defined by the U.S.  Securities and Exchange  Commission  (the

"Commission").  In addition,  the Board of  Directors  has  determined  that the

members  of  the  audit  committee  have  sufficient   financial  expertise  and

experience to perform the duties and responsibilities of the audit committee.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

(a)  AUDIT FEES  The aggregate  fees paid and  accrued  by the  registrant  for

professional services rendered by its independent  auditors,  Ernst & Young LLP,

for the audit of the registrant's annual financial  statements and the review of

the registrant's semi-annual financial statements for 2015 and 2014 were $135,500

and $117,800, respectively.

 

(b) AUDIT RELATED FEES  The aggregate fees paid or accrued by the registrant for

audit-related professional services rendered by Ernst & Young LLP for 2015 and

2014 were $29,500 and $23,670, respectively.  Such services and related fees for

2015 and 2014 included:  review of  quarterly  employee  security  transactions  and  issuance
of report thereon ($27,500 and $21,860,  respectively)  and other  audit-related  services
($2,000 and $1,810, respectively).

 

(c)  TAX  FEES  The  aggregate  fees  paid  or  accrued  by the  registrant  for

professional  services  rendered  by  Ernst & Young  LLP for the  review  of the

registrant's  federal,  state  and  city  income  tax  returns  and  excise  tax

calculations for 2015 and 2014 were $20,300 and $19,700, respectively.

 

(d)  ALL OTHER FEES  No such fees were billed to the registrant by Ernst & Young

LLP for 2015 or 2014.

 

(e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICY All services to be performed for
the  registrant by Ernst & Young LLP must be pre-approved by the audit committee. All  services
performed during 2015 and 2014 were pre-approved by the committee.

 

   (2) Not applicable.

 

 

(f) Not applicable.

 

(g)  The  aggregate  fees  paid  or  accrued  by the  registrant  for  non-audit

professional  services  rendered by Ernst & Young LLP to the registrant for 2015

and 2014 were $49,800 and $43,370, respectively.

 

(h) Not applicable.   

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

(a)  The  registrant  has  a  separately-designated   standing  audit  committee

established in accordance  with Section  3(a)(58)(A) of the Securities  Exchange

Act of 1934. The members of the audit committee are: Rodney B. Berens, Chairman,
Arthur G. Altschul, Jr., Lewis B. Cullman, John D. Gordan, III, and Henry R. Schirmer.

 

(b) Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS

 

The schedule of investments in securities of unaffiliated issuers is included as

part of the report to stockholders filed under Item 1 of this form.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

                        General American Investors Company, Inc.

 

                 PROXY VOTING POLICIES AND PROCEDURES

 

 

     General American Investors Company, Inc. (the "Company") is uniquely

structured as an internally managed closed-end  investment company. Our research

efforts, including the receipt and analysis of proxy  material,  are focused on

the securities in the Company's  portfolio,  as well as alternative investment

opportunities.  We vote proxies relating to our portfolio securities in the best

long-term interests of the Company.

 

     Our investment approach stresses fundamental security analysis, which

includes an evaluation  of the  integrity,  as  well as the  effectiveness  of

management personnel.  In proxy material, we review management proposals and

management recommendations relating to shareholder proposals in order to, among

other things, gain assurance that management's positions are consistent with its

integrity and the long-term  interests of the company. We generally find this to

be the case and, accordingly, give significant weight to the views of management

when we vote proxies.

 

     Proposals  that may have an  impact  on the  rights  or  privileges  of the

securities held by the Company would be reviewed very carefully. The explanation

for a negative impact could justify the proposal; however, if such justification

were not present, we would vote against a significant reduction in the rights or

privileges associated with any of our holdings.

 

     Proposals  relating  to  corporate  governance  matters  are  reviewed on a

case-by-case  basis.  When they involve  changes in the state of  incorporation,

mergers or other restructuring,  we would, if necessary,  complete our review of

the rationale for the proposal by contacting company  representatives  and, with

few  exceptions,  vote  in  favor  of  management's  recommendations.  Proposals

relating to anti-takeover provisions, such as staggered boards, poison pills and

supermajorities could be more problematic.  They would be considered in light of

our  assessment  of the  capability of current  management,  the duration of the

proposal, the negative impact it might have on the attractiveness of the company

to future "investors," among other factors. We can envision  circumstances under

which we would vote against an anti-takeover provision.

 

     Generally, we would vote with management on proposals  relating to changes

to the company's capital structure, including increases and decreases of capital

and  issuances  of  preferred  stock;  however,  we would  review  the facts and

circumstances associated with each proposal before finalizing our decision.

 

     Well-structured stock option plans and management compensation programs are

essential for companies to attract and retain high caliber management personnel.

We generally vote in favor of proposals relating to these issues; however, there

could be an occasion on which we viewed such a proposal as over  reaching on the

part of management or having the potential for excessive  dilution when we would

vote against the proposal.

 

     Corporations should act in a responsible manner toward their employees, the

communities in which they are located, the customers they serve and the world at

large.  We have  observed  that most  stockholder  proposals  relating to social

issues focus on a narrow issue and the corporate position set forth in the proxy

material  provides a well-considered  response  demonstrating an appropriate and

responsible  action or position.  Accordingly, we generally support management

recommendations on these types of proposals;  however,  we would  consider each

proposal on a case-by-case basis.

 

     We take voting proxies of securities  held in our portfolio very seriously.

As indicated above, it is an integral part of the analytical  process at General

American  Investors.  Each  proposal and any  competing  interests  are reviewed

carefully on a case-by-case basis.  Generally, we support and vote in accordance

with the  recommendations of management;  however,  the overriding basis for the

votes we cast is the best long-term interests of the Company.

 

Date: July 9, 2003

 

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT
            INVESTMENT COMPANIES.

 

As of December 31, 2015 and the date of this  filing,  Mr. Jeffrey W. Priest, President
and Chief Executive Officer, serves as the Portfolio Manager of the  registrant and is
responsible for its day-to-day management.    Mr. Priest has been employed by the registrant
since October, 2010, becoming its President in February 2012, and its Chief Executive Officer
in January 2013. Mr. Priest does not provide such services for any other registered investment companies,
pooled investment vehicles, or other accounts. For performing such responsibilities, Mr. Priest
receives cash compensation in the form of a fixed salary and an annual performance bonus. The annual
performance bonus is principally based upon the absolute performance of the registrant and its relative
performance to a closed-end   management investment company peer group (comprised of core equity funds)
and the S&P 500 Index. Performance is evaluated in December by the Compensation Committee of the
Board of Directors (the members of which are independent and consult with the full Board of Directors),
based upon the registrant's net asset value return and total  investment  return during the twelve months ended
October 31.  Additional consideration is given to performance  during the subsequent  intervening period
and to  market  compensation  data  provided  by a noted  industry  compensation consulting firm.
Mr. Priest beneficially owns in excess of $1 million of the registrant's outstanding equity securities.

 

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT 
             INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

(a) General American Investors Company, Inc. Common Stock (GAM)

 

 

 

(b) General American Investors Company, Inc. Preferred Stock (GAMpB)

 

 

ITEM 10.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which  shareholders may

recommmend  nominees to the registrant's  Board of Directors as set forth in the

registrant's Proxy Statement, dated February 19, 2015.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

Conclusions of principal officers concerning controls and procedures

 

(a) As of December 31, 2015, an evaluation was performed  under the  supervision

and with  the  participation  of the  officers  of  General  American  Investors

Company,  Inc. (the  "Registrant"),  including the principal  executive  officer

("PEO") and principal  financial officer ("PFO"), to assess the effectiveness of

the Registrant's  disclosure controls and procedures.  Based on that evaluation,

the  Registrant's  officers,  including the PEO and PFO,  concluded  that, as of

December 31, 2015, the  Registrant's  disclosure  controls and  procedures  were

reasonably  designed  so as to  ensure:  (1)  that  information  required  to be

disclosed  by the  Registrant  on  Form  N-CSR  and  on  Form  N-Q is  recorded,

processed,  summarized  and reported  within the time  periods  specified by the

rules and forms of the Securities and Exchange Commission; and (2) that material

information  relating  to the  Registrant  is made  known  to the PEO and PFO as

appropriate to allow timely decisions regarding required disclosure.

 

(b) There have been no significant changes in the Registrant's  internal control

over  financial  reporting  (as defined in Rule  30a-3(d)  under the  Investment

Company Act of 1940 (17 CFR 270.30a-3(d))  that occurred during the Registrant's

last fiscal quarter that has  materially  affected,  or is reasonably  likely to

materially affect, the Registrant's internal control over financial reporting.

 

ITEM 12. EXHIBITS

 

(a)(1) As indicated in Item 2., the code of ethics is posted on the registrant's

       Internet website.

 

(a)(2) The certifications of the principal executive officer and the principal

       financial officer pursuant to Rule 30a-2(a)under the Investment Company

       Act of 1940 are attached hereto as Exhibit 99 CERT.

 

(a)(3) There were no written  solicitations  to  purchase  securities under

       the Rule 23c-1  under the  Investment Company Act of 1940 during the

       period covered by the report.

      

(b)    The certifications of the principal executive officer and the principal

       financial officer pursuant to Rule 30a-2(b) under the Investment Company

       Act of 1940 are attached hereto as Exhibit 99.906 CERT.

 

 

 

                                             SIGNATURES

 

  Pursuant to the requirements of the Securities Exchange Act of 1934 and

the Investment Company Act of 1940, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

 

General American Investors Company, Inc.

 

By:       /s/Eugene S. Stark

Eugene S. Stark

Vice-President, Administration

 

Date: February 9, 2016

 

  Pursuant to the requirements of the Securities Exchange Act of 1934 and

the Investment Company Act of 1940, this report has been signed below by the

following persons on behalf of the registrant and in the capacities and on the

dates indicated.

 

By:       /s/Jeffrey W. Priest

            Jeffrey W. Priest

President and Chief Executive Officer

(Principal Executive Officer)

 

Date: February 9, 2016

 

By:       /s/Eugene S. Stark

Eugene S. Stark

Vice-President, Administration

(Principal Financial Officer)

 

Date: February 9, 2016