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TEXTRON 2016 PROXY STATEMENT
10
DIRECTOR INDEPENDENCE
The Board of Directors has determined that Ms. Bader, Messrs. Clark, Conway, Evans, Fish, Gagné, Hancock, Trotter and Ziemer
and Lord Powell, are independent, as defined under the listing standards of the New York Stock Exchange, based on the criteria
set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below.
In making its determination, the Board examined relationships between directors or their affiliates with Textron and its affiliates and
determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that
in 2015, the Textron Charitable Trust made a $10,000 donation to Friends of Atlantic Partnership Inc., the sister organization to the
Atlantic Partnership for which Lord Powell serves as Chairman, a $20,000 donation to The Marine Corps University Foundation,
an organization for which Mr. Conway serves as Chairman, and a $20,000 donation to the Semper Fi Wounded Warrior Fund, an
organization for which Mr. Conway’s wife serves as Board Vice President. The Board determined that these donations have not
compromised either director’s independence as a Textron director.
LEADERSHIP STRUCTURE
Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board has determined that the
practice of combining the positions of Chairman of the Board and Chief Executive Officer serves the best interests of Textron
and its shareholders. This is because the Board believes that the CEO, with his extensive knowledge of the Company’s
businesses and full time focus on the business affairs of the Company, makes a more effective Chairman than an independent
director, especially given the size and multi-industry nature of the Company’s business. The Board has committed to review, at
least once every two years, whether combining these positions serves the best interests of Textron and its shareholders.
The functions of the Board are carried out by the full Board, and when delegated, by the Board committees, with each
director being a full and equal participant. The Board is committed to high standards of corporate governance and its
Corporate Governance Guidelines and Policies were designed, in part, to ensure the independence of the Board and
include a formal process for the evaluation of CEO performance by all non-management Board members. The evaluation
is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO.
In addition, the Audit Committee, the Nominating and Corporate Governance Committee, and the Organization and
Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides
that the committee may seek the counsel of independent advisors and each routinely meets in an executive session
without management present. The Board and each of its three principal committees perform an annual self-evaluation.
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 is assigned clearly defined and expansive duties, including (i) presiding at all meetings of the Board at which
the Chairman is not present, including all executive sessions of the Board, (ii) serving, when needed, as liaison between
the CEO and the independent directors, (iii) identifying, together with the CEO, key strategic direction and operational
issues upon which the Board’s annual core agenda is based, (iv) discussing agenda items and time allocated for agenda
items with the CEO prior to each Board meeting, including the authority to make changes and approve the agenda for the
meeting, (v) determining the type of information to be provided to the directors for each scheduled Board meeting, (vi)
convening additional executive sessions of the Board, (vii) determining to meet with Textron shareholders, as appropriate,
after consultation with the CEO and General Counsel, and (viii) such other functions as the Board may direct. Textron’s
Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent
directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at
such sessions. Additional executive sessions may be convened at any time at the request of a director, and, in such event,
the Lead Director presides. During 2015, the independent directors met in executive session without management present
during each of the Board’s six meetings. Currently, R. Kerry Clark serves as Lead Director. The Nominating and Corporate
Governance Committee reassesses on an annual basis the continuing effectiveness of the role of Lead Director.