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TEXTRON 2017 PROXY STATEMENT
10
DIRECTOR INDEPENDENCE
The Board of Directors has determined that Ms. Bader, Messrs. Clark, Conway, Evans, Fish, Gagné, Hancock, Heath, Trotter and
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based on the criteria set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website
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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 Lord Powell’s or Mr. Conway’s independence as a Textron director.
LEADERSHIP STRUCTURE
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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.
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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 2016, the independent directors met in executive session
without management present during each of the Board’s six meetings. Currently, Mr. Trotter serves as Lead Director. The
Nominating and Corporate Governance Committee reassesses on an annual basis the continuing effectiveness of the role
of Lead Director.