Sound principles of corporate governance
are essential to retaining the trust of key Boeing shareholders.
Boeing leadership and management are, first and foremost,
dedicated to integrity in all we do. We expect every
Boeing person, as expressed in our Values, to “always
take the high road by practicing the highest ethical
standards….” An active, informed and independent
Boeing Board of Directors plays a critical role in ensuring
the ongoing integrity, transparency and long-term strength
of The Boeing Company.
Boeing maintains a keen focus on corporate governance and is well
regarded in these areas. Recently, concerns over good corporate governance, financial
reporting accuracy and transparency spawned a host of new regulations and laws.
We are committed to meeting these new requirements and expect little overall
change in our governance policy as we do so. For example, we already meet most
New York Stock Exchange recommendations and requirements of the Sarbanes-Oxley
Act for publicly traded companies, including:
 Independent
nonemployee Board directors
Written
charters for key Board committees
Key
Board committees composed of independent directors
Audit
committee authority for selecting outside auditors
Right
of Board members to seek outside legal advice
We are dedicated to integrity, transparency and clarity in our financial
reporting. Our financial disclosures are not only within the current rules — and
new rules being discussed — but they are also well ahead of them. For example,
since 1998, Boeing has reported expenses related to share-based compensation.
We were one of only two companies in the S&P 500, until recently, to recognize
this expense in our financial results.
Our heritage includes a long history of independent leadership by
the Boeing Board of Directors. For the past 29 years, independent directors who
have never been Boeing employees have made up a majority of the Board. During
the last 13 years, while the Board size ranged from 11 to 14 directors, no more
than three current or former Boeing employees served on the Board at the same
time. Currently, nine of the Board’s 11 directors are independent of the
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Our Ethics Program, recognized as a highly successful program throughout
industry, communicates the Boeing values and standards of ethical business conduct
to our workforce. As part of the program, avenues for guidance, reporting ethical
issues or discussing concerns are readily available to all Boeing people through
on-site ethics advisors or toll-free numbers. Ethics refresher training is developed
and administered each year for all of our people. An annual assessment of compliance
risk areas is completed at the enterprise level and within each business unit.
We initiated an extensive Code of Ethics for employees more than
25 years ago. To comply with new rules regarding financial transactions and reporting,
we are supplementing the Code with specific ethical guidelines for our financial
people.
The Boeing Board of Directors’ governance guiding principles
() are published annually in our proxy statement.
The Governance and Nominating Committee regularly reviews these principles. They
also evaluate board practices at other well-managed companies.
The Board is finalizing a formal Code of Conduct for Board members
that meets SEC requirements regarding the content of such codes. The Code provides
guidance to directors to help recognize and deal with ethical issues, including:
Conflicts
of interest that may stem from the Company’s
relationships with third parties
Compensation
from noncompany sources, gifts or personal use of company
assets
Taking
unfair advantage of corporate opportunities Confidentiality
of information entrusted to them
Compliance
with laws, rules and regulations regarding fair dealing,
including insider trading laws
Reporting
of any illegal or unethical behavior
Above all else, we remain committed to good corporate governance.
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