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NYSE: TXT - $22.35
Frequently Asked Questions about Textron's Corporate Governance
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 Chief Executive Officer's performance?
How can I contact Textron's Board of Directors?
Does Textron have a code of conduct?
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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.
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, 12 members serve on Textron's Board; 11 of those directors are independent.
How many of Textron's directors are independent?
Textron's Board of Directors is composed of 11 independent directors and one inside directors, Scott C. Donnelly, Chairman and CEO. Board independence is defined in the Board Independence section of this website and within Corporate Governance Guidelines and Policies.
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 Audit, Nominating and Corporate Governance and Organization and Compensation Committees have each adopted formal charters which set forth their respective roles and responsibilities. Those charters are posted on this website on the Board Committees page. The Executive Committee consists of Textron's Chairman, its President and Chief Executive Officer and the chairpersons of each of the other three committees. Pursuant to Textron’s Amended and Restated By-Laws, the Executive Committee may exercise all of the powers of the Board of Directors during the intervals between meetings of the Board, subject to limitations under Delaware law and as set forth in the By-Laws.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.
Which Board committee has responsibility for corporate governance?
The Nominating and Corporate Governance Committee has responsibility for corporate governance matters.
Are the majority of the committee members independent?
Textron's Corporate Governance Guidelines and Policies state that no more than three directors will not be independent directors as such term is defined in the listing standards of the Company and the New York Stock Exchange. Currently, 11 of the 12 Board members are independent.
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.
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.
How does the board evaluate Chief Executive Officer's performance?
The non-employee directors shall conduct an annual performance evaluation of the Chief Executive Officer against predetermined objectives. In addition, the Chief Executive Officer annually prepares a self-evaluation prior to such annual performance evaluation by the Board.
How can I contact Textron's Board of Directors?
Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the non-management directors as a group or with any individual director 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 sending an e-mail to .
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.
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 handled in accordance with procedures adopted by 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 .
