Committee Charter

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The Governance and Nominating Committee (the “Committee”) is established by the Board of Directors (the “Board”) to review, monitor, and, as appropriate, report and make recommendations to the Board with respect to, corporate governance, including, without limitation, the Company’s Governance Principles (the “Governance Principles”), the size and composition of the Board and its committees and identification of qualified director candidates.

Committee Membership

The Committee shall consist of no fewer than three directors. All Committee members shall meet the independence requirements of the Governance Principles as determined by the Board.

Committee Authority and Responsibilities

The Committee shall meet at such times as deemed necessary by the chair of the Committee. The Committee shall report its actions and recommendations to the Board. The Committee may invite to its meetings any director, officer of the Company, or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee may form and delegate authority to subcommittees where appropriate.

The Committee shall have the following authority and responsibilities:

  1. Review Company policies and practices and monitor compliance in areas of corporate governance and when appropriate report and make recommendations to the Board with respect to policies and practices.
  2. Identify and bring to the attention of the Board, as appropriate, current and emerging corporate governance trends and issues that may affect the business operations, performance or public image of the Company.
  3. Review and make recommendations to the Board regarding the Company’s responses to stockholder proposals.
  4. Review periodically the Governance Principles and recommend changes to the Board.
  5. Review and oversee the Board and Board committee evaluation process, including, to the extent it may deem appropriate, the individual performance of the Lead Director and other directors.
  6. Review periodically the structure, size, composition and operation of the Board and each committee of the Board.
  7. Adopt and review periodically the qualifications/criteria for the selection of directors and committee members.
  8. Recommend qualified candidates for election to the Board in accordance with the qualifications/criteria adopted by the Committee.
  9. As part of its director selection process, the Committee considers candidates from many sources, including nominees proposed by stockholders of the Company. Stockholders wishing to nominate a director candidate may do so by sending the candidate’s name, biographical information and qualifications to the Chair of the Committee care of the Corporate Secretary, Raytheon Company, 870 Winter Street, Waltham, MA 02451. All director nominations should be made in accordance with the provisions set forth in our Certificate of Incorporation and by-laws, which are published on the Company’s web site.
  10. Review periodically the membership of each committee of the Board and recommend committee assignments to the Board, including rotation, reassignment or removal of any committee member.
  11. Review periodically, and make recommendations to the Board, relating to the role and designation of the Lead Director.
  12. Consider questions and make recommendations to the Board regarding determinations of independence of the members of the Board.
  13. Oversee and review on a periodic basis the orientation program for new directors and the continuing education program for existing directors.
  14. Establish and approve (with the concurrence of the full Board) cash and equity compensation for the Board. The Committee reviews periodically director compensation and the report of senior management of the Company regarding director compensation practices at companies of comparable size as well as the Company’s peer group of competitors. In its review, the Committee considers: that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels; and the Company’s belief that directors should be stockholders and have a financial stake in the Company. The Committee may develop other policies from time to time regarding director compensation.
  15. Oversee management of such risks as may be assigned periodically to the Committee by the Board as a result of the Enterprise Risk Management process or otherwise.
  16. Retain and/or terminate outside advisors or consultants to be used to assist the Committee in performing its duties and responsibilities, including, without limitation, any search firm to be used to assist the committee in identifying director candidates, and approve such advisors’, consultants’ or search firm’s fees and other retention terms. Among the consultants that the committee may retain is an outside compensation consultant to assist it in the evaluation of director compensation, and in this regard may choose to utilize the same consultant retained by the Management Development and Compensation Committee to assist that committee with reference to executive compensation.
  17. Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
  18. Review annually the Committee’s own performance.

The Committee undertakes such additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine.

November 2017