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Corporate Governance


Raytheon’s business, property and affairs are managed under the direction of the Board of Directors. Members of the Board are kept informed of the Company’s business through discussions with the lead director, the Chairman and officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. To review a committee's charter, click on that committee's name.

Audit Committee  (Audit Committee Procedures)
The Audit Committee monitors the integrity of the Company’s financial statements; monitors the independent auditor’s qualifications and independence; monitors the performance of the Company’s internal audit function and independent auditors; meets with management to consider the adequacy of the Company’s internal controls and the objectivity of financial reporting; appoints the independent auditors; and reviews annual and periodic reports and earnings press releases.

The board has determined that each of the members of the Audit Committee satisfies the New York Stock Exchange ("NYSE") and Securities and Exchange Commission ("SEC") independence criteria required for Audit Committee membership, and qualifies as financially literate as required by the NYSE. The Board has also determined that Audit Committee members, Tracy A. Atkinson, Robert E. Beauchamp and George R. Oliver, each is an "audit committee financial expert", as defined by the SEC, based upon each individual's training and experience.

Management Development and Compensation Committee
The Management Development and Compensation Committee reviews and oversees compensation and personnel plans, policies and programs; reviews and recommends to the Board the compensation of the Chief Executive Officer and the other four most highly compensated executive officers; reviews and approves the compensation of other officers and key employees; approves director compensation; administers and makes awards under the Company’s equity compensation and benefit plans; approves perquisites; monitors compliance with the Company’s Stock Ownership Guidelines; and reviews executive officer and director transactions in the Company’s securities.

Governance and Nominating Committee
The Governance and Nominating Committee reviews and reports to the Board on a periodic basis with regard to matters of corporate governance; establishes procedures for the nomination of directors and recommends candidates for election to the Board; considers director nominees proposed by stockholders; reviews and assesses the effectiveness of the Company’s Governance Principles and recommends proposed revisions to the Board; reviews proposals by stockholders in connection with the annual meeting of stockholders and makes recommendations to the Board for action on such proposals; makes recommendations to the Board regarding the size and composition of the Board; and oversees the orientation program for new directors and the continuing education program for existing directors.

The Governance and Nominating Committee considers director candidates from diverse sources and welcomes suggestions from stockholders. The Committee looks for candidates who possess a range of diverse experience, knowledge and business judgment. The Committee’s goal is to have a balanced, engaged and collegial board whose members possess the skills and background necessary to ensure that stockholder value is maximized in a manner consistent with all legal requirements and the highest ethical standards.

The Committee will carefully consider all candidates on the basis of the candidate’s background and experience. The Committee will review the candidate’s qualifications in accordance with the director qualification criteria contained in the Company’s Governance Principles and determine whether the candidate should be nominated for election to the board. There is no difference in the way in which the Committee evaluates nominees for director based upon the source of the nomination.

Public Affairs Committee
The Public Affairs Committee reviews, identifies and brings to the attention of the Board political, social, legal and environmental trends and issues that may have an impact on the business, operations, financial performance or public image of the Company; reviews policies and practices of the Company in the areas of political, legal, environmental and social responsibility and recommends to the Board such policies and practices; and reviews, monitors and makes recommendations to the Board on corporate policies and practices that relate to public policy.

Special Activities Committee
The Special Activities Committee reviews Company programs, activities, and potential acquisitions involving classified business which involve special performance, financial, reputational or other risks. The Committee also reviews policies, processes, practices, procedures, risk management and internal controls applicable to the Company’s classified business to the extent that they deviate from those applicable to the Company’s non-classified business activities.

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