2016 Proxy Statement

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11 TEXTRON 2016 PROXY STATEMENT
MEETING ATTENDANCE
During 2015, the Board of Directors held six regular meetings. Directors are expected to regularly attend Board meetings
and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended
at least 75% of the total number of Board and applicable committee meetings. All directors attended the 2015 annual
meeting of shareholders.
OTHER DIRECTORSHIPS
Textron’s Corporate Governance Guidelines and Policies limit the number of other public company boards on which
non-management directors may serve to five in the case of a director who is not a public company chief executive
officer and three in the case of a director who is a chief executive officer of a public company.
BOARD COMMITTEES
EXECUTIVE COMMITTEE
Textron’s Board maintains an Executive Committee which has the power, between meetings of the Board of Directors,
to exercise all of the powers of the full Board, except as specifically limited by Textron’s Amended and Restated By-Laws
and Delaware law. Currently, Mr. Donnelly, Ms. Bader, Mr. Clark and Mr. Trotter comprise the Executive Committee,
which did not meet during 2015.
AUDIT COMMITTEE
The Audit Committee pursuant to its charter, as amended in December 2014, assists the Board of Directors with its
oversight of (i) the integrity of Textron’s financial statements, (ii) Textron’s compliance with legal and regulatory requirements,
(iii) the independent auditor’s qualifications and independence, (iv) the performance of Textron’s internal audit function
and independent auditor, and (v) risk management. The Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of Textron’s independent auditors. A copy of the charter is posted on Textron’s website,
, under “Investor Relations—Corporate Governance—Board Committees and Charters,” and is also available
in print upon request to Textron’s Secretary. The following six independent directors presently comprise the committee: Mr.
Clark (Chair), Mr. Conway, Mr. Evans, Mr. Gagné, Mr. Hancock and Mr. Ziemer. The Board has determined that each member
of the committee is independent as defined for audit committee members in the listing standards of the New York Stock
Exchange. No member of the committee simultaneously serves on the audit committees of more than three public companies.
The Board of Directors has determined that Mr. Clark, Mr. Evans, Mr. Gagné and Mr. Ziemer each are “audit committee
financial experts” under the criteria adopted by the Securities and Exchange Commission. During 2015, the committee
met ten times and a subcommittee of the Audit Committee met once.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee pursuant to its charter, as amended in December 2012, (i) identifies
individuals to become Board members, and recommends that the Board select the director nominees for the next annual meeting
of shareholders, (ii) develops and recommends to the Board a set of corporate governance principles applicable to Textron,
(iii) oversees the evaluation of the Board and its committees and (iv) makes recommendations on compensation of the Board
of Directors. A copy of the committee’s charter is posted on Textron’s website, under “Investor Relations—
Corporate Governance—Board Committees and Charters,” and is also available in print upon request to Textron’s Secretary.
In making its recommendations on director nominees to the Board, the committee will consider suggestions regarding possible
candidates from a variety of sources, including shareholders. Nominees suggested by shareholders will be communicated to
the committee for consideration in the committee’s selection process. Shareholder-recommended candidates are evaluated
using the same criteria used for other candidates. The committee also periodically retains a third-party search firm to assist in
the identification and evaluation of candidates. Though the committee does not have a formal policy for considering diversity in
identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a
range of viewpoints and perspectives.