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Board Size and
Composition |
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The Board of Directors believes that 10
to 15 members is an appropriate size for the Boeing Board. |
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Principal qualification for a director is the ability
to act on behalf of all the shareholders. |
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A substantial majority of Board members should be independent,
nonemployee directors. |
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The Governance and Nominating Committee annually reviews
the appropriate skills and characteristics required of
Board members, considering the current makeup of the
Board. They assess such issues as diversity, age, international
expertise and skills such as understanding of manufacturing,
finance, marketing, technology and public policy. |
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| Executive Sessions of Outside
Directors |
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Nonemployee directors meet privately in executive sessions
to review CEO performance. |
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Nonemployee directors review Compensation Committee
recommendations concerning compensation for the employee
directors and other senior elected officers of the corporation. |
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Nonemployee directors meet in executive session, without
management being present, as a routinely scheduled agenda
item for every Board meeting. |
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The standing Boeing Board of Directors
committees are Audit, Compensation, Finance, Governance
and Nominating, and Special Programs. |
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Only nonemployee directors serve on these
committees. |
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Chairpersons and committee members rotate
periodically, as appropriate. |
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During Audit Committee meetings, committee
members meet privately with representatives of the Company’s
independent auditors and with the Company vice president
responsible for internal audits. |
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The Board (or with Board approval, a committee of
the Board) may seek legal or other expert advice from
a source independent of management, generally with the
knowledge of the Chairman and CEO. |
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| CEO Performance Evaluation |
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Annually, the CEO presents his performance objectives
for the coming year to the nonemployee directors for
their approval. |
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The nonemployee directors then meet privately to discuss
the CEO’s current year performance against his
performance objectives. |
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This performance evaluation is reviewed with the CEO
and used by the Compensation Committee when considering
the CEO’s compensation. |
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| Board Performance Evaluation |
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To increase the Board’s effectiveness and improve
its relationship to management, the Governance and Nominating
Committee evaluates the Board’s performance as
a whole. |
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The evaluation occurs at least every two years and
includes a survey of all nonemployee directors. |
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Survey results are shared with the full Board and management. |
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CEO selection is one of the most important responsibilities
of the Board. |
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The CEO reports annually to the Governance and Nominating
Committee on CEO succession planning either in the event
of a sudden emergency or, longer range, for the CEO’s
retirement. |
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When a succession of the CEO is to occur, this committee
identifies and selects the new CEO with the full participation
of the nonemployee directors. |
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Each nonemployee director must retire at the annual
meeting following his or her 72nd birthday. |
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Directors who change occupations during their Board
terms are expected to offer to resign from the Board.
At that time, the Governance and Nominating Committee
reviews whether or not it is appropriate for them to
continue Board membership under the new circumstances.
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| Director Compensation and Stock
Ownership |
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The Governance and Nominating Committee periodically
reviews and compares the Board’s compensation to
compensation at peer companies that are considered benchmarks
for the Company’s financial performance.
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A significant portion of director compensation is in
the form of Boeing stock or stock equivalent units. |
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Before accepting outside board memberships with for-profit
entities, the CEO and other senior management must seek
the approval of the Board or appropriate Board committee. |
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All proxy, ballot and voting materials that identify
the vote of a specific shareholder on any matter submitted
for a vote of shareholders are kept secret from directors
and executive officers of the Company, except (a) when
disclosure is required by applicable law or regulation,
(b) when a shareholder expressly requests such disclosure,
and (c) in a contested proxy solicitation. |
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If the shareholder is an employee of the Company or
a participant in the Boeing stock fund of one of the
Company’s retirement, savings or employee stock
ownership plans, the information will not be disclosed
to management unless clause (a) or (b) above applies. |
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