Independence
Under the company's Governance Principles, independent directors must constitute a substantial majority of the Board. To be considered independent, directors must meet strict criteria demonstrating that they are free of any relationship with the company that might pose a conflict of interest. In addition, each of the Board's four committees that meet regularly — the Audit Committee, the Governance and Nominating Committee, the Management Development and Compensation Committee (MDCC), and the Public Affairs Committee — is exclusively independent.
Accountability
Raytheon has majority voting in uncontested director elections and requires the entire Board to stand for election each year. The company has eliminated its "poison pill" barrier to hostile takeover. And Raytheon's guidelines for stock ownership, together with its pay-for-performance executive compensation program, provide further assurance that Raytheon directors and officers will identify with shareholder concerns and perspectives.
Transparency
Raytheon is committed to transparent reporting at every level. The company has robust controls and processes emphasizing transparency to ensure that information required to be disclosed is appropriately documented, processed, summarized and reported in a timely manner. Raytheon's Disclosure Committee assists senior management in helping to ensure that the company's disclosures are accurate and complete, and fairly report Raytheon's financial condition and results of operations in all material respects.
