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Does Textron's Board have Governance Guidelines and Policies?
How many directors serve on the Textron Board?
How many of Textron's directors are independent?
What are the key committees of Textron's Board of Directors?
Which Board committee has responsibility for corporate governance?
Are the majority of the committee members independent?
How are the committee chairpersons selected?
Does the Textron Board have an independent Lead Director?
How does the Board evaluate CEO performance?
How can I contact Textron's Board of Directors or the Audit Committee?
Does Textron have a code of conduct?
How can someone who is not an employee of Textron report a questionable accounting, internal accounting controls or auditing matter about the company?
Does Textron's Board have Governance Guidelines and Policies?
Yes. Textron adopted its Governance Guidelines and Policies in 1996. Textron's Board recognizes that corporate governance is not a one-time event. Rather, it is an ongoing and dynamic process. As such, these guidelines, and other aspects of Textron governance, are reviewed regularly.
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How many directors serve on the Textron Board?
The board historically has ranged between 12 and 14 directors. The Board believes
there should not be substantial fluctuation outside of this range. Currently,
13 members serve on Textron's Board; 11 of those directors are independent.
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How many of Textron's directors are independent?
Textron's Board of Directors is composed of 11 independent directors and two inside directors, Lewis B. Campbell, Textron chairman and chief executive officer and Scott C. Donnelly, Textron president and chief operating officer. Board independence is defined in the Board Independence section of this website and within Textron's Guidelines and Policies.
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What are the key committees of Textron's Board of Directors?
Currently, there are four standing Board committees: Audit; Nominating and Corporate Governance; Organization and Compensation; and Executive. The charters of three of these committees are published here on our website. The Executive Committee meets less frequently than the other three committees and consists only of Textron's chairman and CEO and the chairs of each of the other three committees.
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Which Board committee has responsibility for corporate governance?
The Nominating and Corporate Governance Committee has responsibility for corporate governance matters.
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Are the majority of the committee members independent?
Textron's Guidelines and Policies state "a majority of the directors will
be independent directors as such term is defined in the listing standards of
the New York Stock Exchange (NYSE)." Currently, 11 of the 13 Board members
are independent.
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How are the committee chairpersons selected?
The Nominating and Corporate Governance Committee annually nominates the committee
members and chairpersons and recommends their approval to the Board of Directors.
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Does the Textron Board have an independent Lead Director?
Yes. The independent Directors annually designate a Director from among the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee to serve as Lead Director. The Lead Director, among other functions, presides at all meetings of the Board at which the Chairman is not present and all executive sessions of the independent Directors, and serves as liaison between the CEO and independent Directors.
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How does the board evaluate CEO performance?
The outside directors shall conduct an annual performance evaluation of the
CEO against predetermined objectives. In addition, the CEO shall annually prepare
a self-evaluation prior to such annual performance evaluation by the Board.
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How can I contact Textron's Board of Directors or the Audit
Committee?
Shareholders wishing to send communications to the Board or to the Audit Committee
may do so by calling
+1 (866) 698-6655 (toll-free) or +1 (401) 457-2269; writing to Board of Directors,
Textron Inc., 40 Westminster Street., Providence, RI 02903; or e-mailing to
.
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Does Textron have a code of conduct?
Yes, the company has Business Conduct Guidelines that applies to every employee,
officer and director of Textron. These guidelines are approved by the Board
of Directors and are published here on Textron's website in the Corporate Governance
section.
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How can someone who is not an employee of Textron report a
questionable accounting, internal accounting controls or auditing matter about
the company?
All complaints relating to Textron accounting, internal accounting controls
or auditing matters will be referred to members of the Audit Committee. People
wishing to report a complaint to the Audit Committee may do so by calling
+1 (866) 698-6655 (toll-free) or +1 (401) 457-2269; writing to Audit Committee, Textron
Inc., 40 Westminster Street, Providence, RI 02903; or e-mailing
.
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