Corporate Governance

Corporate Governance

Our board of directors and senior leadership team promote integrity, accountability, transparency and the highest ethical standards.


Shareholder Engagement
In recent years, Raytheon has taken important steps to enhance transparency and promote shareholder access. We have continued to actively communicate with Raytheon shareholders to solicit their views on governance, executive compensation and other matters. Shareholder views solicited during our outreach efforts have contributed significantly to shaping a number of governance initiatives.

Based on shareholder input, in 2016, the board proactively amended the company's by-laws to implement proxy access by-law provisions. Our proxy access by-law makes available a meaningful process by which shareholders may, subject to certain conditions, include nominees in the company's annual meeting proxy materials. More recently, the board endorsed a new approach to stakeholder reporting: An integrated reporting strategy that makes key disclosure materials more inviting, engaging and useful for all stakeholders. Our annual report, proxy statement and corporate responsibility report work together to place the content we are reporting within the context of our company's overall business strategy.

Corporate responsibility oversight
The board's Public Affairs Committee reviews political, social and legal trends that may impact Raytheon's business, operations, financial performance or public image. The committee oversees our policies and practices relating to regulatory compliance (except financial matters) and social responsibility and recommends appropriate actions to the board.

Areas overseen by the Public Affairs Committee include environmental protection, health and safety of employees, ethics, anti-corruption efforts, export control, regulatory compliance (except financial matters), charitable contributions and community relations, and government contracting and defense procurement policies.

Ethics and accountability
Across Raytheon, transparency means holding each other, and ourselves, accountable.

We've created a comprehensive program to teach employees about ethical decision-making — and to provide them with accessible resources when they have questions or need advice.

Our ethics program includes four key education elements that we update annually:


Corporate Governance education elelements

Corporate Governance education elelements


A Culture of Compliance
The highly sensitive work Raytheon does for governments requires strict, "no exception" adherence to a variety of regulations, including the U.S. Foreign Corrupt Practices Act and the complex web of international export/import guidelines. Compliance is a matter of personal integrity for everyone at Raytheon. It's embedded in the work we do to protect members of the military. It's the bedrock of our corporate reputation. And it's a key enabler of our growth strategy.

Simply put, governments only trust their national and cybersecurity to companies with stellar reputations for integrity.

Anti-Corruption Efforts
The Foreign Corrupt Practices Act requires strict internal controls to ensure employees, suppliers, consultants, representatives and agents comply with all applicable laws governing international business practices. This includes accounting procedures to prevent concealment of bribery or other unlawful financial transactions.

Raytheon combines these controls with proactive outreach to employees in the form of required educational modules. Employees learn the ethical principles that underpin these guidelines and where to find guidance.

Raytheon's global expansion makes compliance with existing and evolving international export and import control laws increasingly important. We hold Raytheon employees accountable for understanding details of the International Traffic in Arms Regulations and the Export Administration Regulations. These require prior government approvals for international exports and re-exports of certain hardware, technical data (including software), defense services and technology.

We also explain the severe penalties of noncompliance and provide guidance through dedicated experts within each Raytheon business.

Employees routinely contact the global trade compliance team within the office of the general counsel prior to negotiating any foreign transaction.

In 2016, we focused our annual ethics education program on export/import compliance. "ACT with Integrity: An ethics check for EX/IM compliance" challenged employees to improve their knowledge of our export/import controls. The word "ACT" stands for Ask the right questions, Check the details and Track your actions.

More than 61,000 employees viewed and discussed a series of videos presenting different employee reactions to an EX/IM trade scenario.

Last Updated: 12/02/2017