16 / 72
9
TEXTRON 2017 PROXY STATEMENT
CORPORATE GOVERNANCE
GOVERNANCE HIGHLIGHTS
Textron is committed to sound corporate governance practices, including the following:
Director Independence
•
10 of our 11 directors are independent, with our CEO being the only
management director.
•
Our three principal Board committees, the Audit, Nominating and Corporate
Governance and Organization and Compensation Committees, are each
composed entirely of independent directors.
•
The independent directors meet regularly in executive session without
management present.
Independent Lead Director
•
The independent directors annually designate a director from among the
Committee chairs to serve as Lead Director.
•
7KH /HDG 'LUHFWRU LV DVVLJQHG FOHDUO\ GH¿QHG DQG H[SDQVLYH GXWLHV
•
The Lead Director presides at executive sessions of the independent directors
without management present at each regularly scheduled Board meeting.
Board Accountability and
Practices
Shareholder Rights
Textron Stock
•
All directors must stand for election annually and be elected by a majority of votes
cast in uncontested elections.
•
The number of other public company boards on which our directors may serve
is limited.
•
The Board and each of its three principal committees perform annual
self-evaluations.
•
Directors may not stand for reelection after their 75th birthday.
•
Shareholders holding 25% of our outstanding shares may call a special meeting of
shareholders.
•
In December 2016, the Board adopted proxy access to allow eligible shareholders
to include their own director nominees in the Company’s proxy materials.
•
We have robust stock ownership requirements for both our directors and our
senior executives, all of whom currently meet their respective requirements.
•
Our executives and our directors are prohibited from hedging or pledging
Textron securities.