Committees

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)

Key Responsibilities :


  • Appoint and evaluate the performance and independence of Raytheon’s independent auditors;
  • Oversee the integrity of our financial statements;
  • Oversee our internal audit function;
  • Consider the adequacy of our internal controls and the objectivity of financial reporting;
  • Review the independent auditors’ audit of the effectiveness of Raytheon’s internal controls;
  • Pre-approve all audit fees and terms for, as well as all non-audit engagements with, the independent auditors;
  • Review annual and periodic reports and earnings press releases and recommend to the Board whether the annual audited financial statements should be included in Raytheon’s Form 10-K;
  • Review and discuss with management Raytheon’s risk assessment and risk management policies, including enterprise risk management and major financial risk exposures, and steps to monitor and control such exposures;
  • Review the performance of Raytheon’s pension plans and risks related to those plans;
  • Oversee management of such risks as may be assigned periodically by the Board as a result of Raytheon’s enterprise risk management process or otherwise;
  • Establish and review procedures for employees and others to report concerns or complaints confidentially and anonymously regarding accounting, internal control or auditing matters; and
  • Review compliance with our Code of Conduct with respect to certain financial reporting, controls and allegations of financial misconduct.


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 Marta R. Stewart, each is an "audit committee financial expert", as defined by the SEC, based upon each individual's training and experience.

Governance and Nominating Committee

Key Responsbilities


  • Review and report to the Board with regard to matters of corporate governance;
  • Make recommendations to the Board regarding the size and composition of the Board;
  • Establish procedures for nominating directors and recommend candidates for election to the Board;
  • Consider director nominees proposed by shareholders;
  • Review our Governance Principles and recommend revisions to the Board;
  • Review and approve or ratify transactions and relationships under our Related Party Transactions Policy;
  • Review shareholder proposals in connection with our Annual Meetings and recommend actions to the Board regarding such proposals;
  • Oversee the orientation program for new directors and the continuing education program for existing directors;
  • Review and recommend to the Board the compensation of non-employee directors; and
  • Oversee management of such risks as may be assigned periodically by the Board as a result of Raytheon’s enterprise risk management process or otherwise.


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.

Management Development and Compensation Committee

Key Responsibilites


  • Review and oversee compensation and benefits, as well as personnel plans, policies and programs;
  • Review and recommend to the Board the compensation of the CEO and the other four most highly compensated executive officers (NEOs);
  • Evaluate the CEO’s individual performance;
  • Review and approve the compensation of elected officers;
  • Periodically review succession plans for the CEO and other executive officers and elected officers, as well as career development plans for elected officers and other key employees;
  • Administer and make awards, other than to directors, under our equity compensation plans;
  • Review and discuss with management the “Compensation Discussion and Analysis” section of the proxy statement;
  • Review Raytheon’s incentive compensation arrangements to ensure they are not reasonably likely to encourage inappropriate risk-taking;
  • Appoint, compensate and oversee any outside compensation consultant, outside legal counsel or other committee adviser;
  • Annually assess the independence of its outside compensation consultants or advisers, and pre-approve any services proposed to be provided by such consultants or advisers to Raytheon;
  • Periodically review diversity and inclusion; and
  • Oversee management of such risks as may be assigned periodically by the Board as a result of Raytheon’s enterprise risk management process or otherwise.



Public Policy and Corporate Responsibility Committee

Key Responsibilities :


  • Review political, social and legal trends and issues that may affect Raytheon’s business, operations, financial performance or public image;
  • Review our policies and practices in the areas of legal, regulatory and social responsibility, including those involving:
    • environmental protection;
    • health and safety of employees;
    • ethics and our Code of Conduct;
    • export control;
    • regulatory compliance (except financial matters);
    • charitable contributions and community relations;
    • government relations and legislative policy;
    • political contributions and lobbying;
    • anticorruption and use of foreign and domestic consultants and representatives; and
    • government contracting and defense procurement policies;
  • Review and monitor corporate policies and practices that relate to public policy; and
  • Oversee management of such risks as may be assigned periodically by the Board as a result of Raytheon’s enterprise risk management process or otherwise.




Special Activities Committee

Key Responsibilities :


  • Review Raytheon’s programs, activities, strategic pursuits and potential acquisitions involving classified business activities;
  • Review policies, processes, practices, procedures, risk management and internal controls applicable to Raytheon’s classified business;
  • Review Raytheon cybersecurity, including with respect to our internal IT systems, products, programs and factories;
  • Review any critical technology gaps and how Raytheon is addressing such gaps;
  • Support the MDCC, as required, in the review of talent development/succession planning for key technology positions; and
  • Oversee management of such risks as may be assigned periodically by the Board as a result of Raytheon’s enterprise risk management process or otherwise.