Corporate Governance

CORPORATE GOVERNANCE

Responsible Leadership

Our board of directors and senior leadership team promote integrity, accountability, transparency and the highest ethical standards. The board’s public affairs committee reviews environmental stewardship and sustainability, employee health and safety, ethics, charitable contributions and community relations, and government contracting and defense procurement policies. The committee identifies and brings to the attention of the board current and emerging environmental, social and political trends and public policy issues that may affect Raytheon’s business operations, performance or public image. Importantly, the committee also oversees a comprehensive program that teaches employees about ethical decision-making — and that provides them with accessible resources when they have questions or need advice.

Raytheon Waltham location

The operation of our board and its committees has continued to evolve in line with the company’s long-term strategy and ever-changing environment. Reflecting Raytheon’s international growth strategy, with guidance from the public affairs committee, the company has established a world-class compliance organization designed to ensure that our export of products and services fully adheres to the laws of the United States and each of the countries where we do business. As part of the committee’s focus on global operations, it also oversees a robust anti-corruption sustainment program that assures adherence to ethical standards across jurisdictions. These compliance activities, supported by a rigorous system of policies and procedures, are embedded into Raytheon’s operations and align with the culture of integrity and accountability established by the board.

Shareholder Engagement

Raytheon’s commitment to promoting transparency and shareholder access is long-standing. For the last eight years, we have communicated actively with Raytheon shareholders outside of proxy season 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, the board proactively adopted a proxy access by-law which was implemented in 2016. This measure established 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 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 effectively communicate key information to our shareholders and other stakeholders on Raytheon’s operational performance, governance and corporate responsibility initiatives. This enhanced disclosure includes a discussion of certain key topics within the context of our company's overall business strategy. 

Raytheon’s revamped approach to disclosure has resulted in a clearer and more accessible presentation of what Raytheon is doing to engineer a safer world.

Ethics and Accountability

Across Raytheon, transparency means holding each other, and ourselves, accountable. This commitment to ethics begins with our board and senior leadership team and extends to every employee.

We expect full adherence to our code of conduct and give employees the training and resources to understand compliance risks and regulations and to use our protected phone and online channels to speak up when they have a question or notice a problem.

We also recently introduced a stand-alone anti-retaliation policy and promoted it widely throughout our organization.

We drive the importance of integrity in all we do using video-based case studies and engagement with our employees. Our ethics program includes three key education elements that we update annually:

ETHICSPACE

A series of award-winning videos delivered by email to all employees.

ACT WITH INTEGRITY

Annual ethics awareness education program that presents employees with actual Raytheon cases and asks them to determine the proper course of action.

FCPAWARE

An education program to ensure employees are aware of anti-corruption issues, have the tools to identify problems and can respond in ways that protect themselves and the company.

 

ETHICS OFFICE
Employees and others may contact the ethics office at any time and may remain anonymous. They also may consult our code of conduct and our anti-corruption policy for guidance.

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A Culture of Compliance

The highly sensitive work Raytheon does for governments requires strict adherence to a variety of laws and regulations, including the U.S. Foreign Corrupt Practices Act and export/import regulations such as the U.S. Department of State’s International Traffic in Arm Regulations and the Department of Commerce’s Export Administration Regulations.

At Raytheon, compliance is everyone’s responsibility. It's at the core of our corporate reputation, embedded in the work we do to protect members of the military and is critical to our growth strategy.

Anti-Corruption

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 vetting of potential business partners and using 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 shares anti-corruption best practices in its leadership of the International Forum on Business Ethical Conduct. Raytheon and IFBEC are ongoing partners with NATO’s Building Integrity program. We have helped NATO BI develop its program curriculum, shared our FCPA Aware videos and provided guest faculty speakers.

Export/Import Compliance

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Raytheon takes seriously its strict responsibility to protect the nation’s most sensitive information.

We have among the largest international footprints of major U.S. defense contractors, with a current international backlog of 40 percent. This makes full compliance with international export and import control laws an important strategic concern.

To build a comprehensive and sustainable compliance program, we modified long-held practices, addressed systemic weaknesses, closed capability gaps and forged a shared organizational vision and commitment. We made large investments in resources, learning and automation.

Importantly, Raytheon’s long-term success as a leading U.S. defense contractor relies on all 63,000 of our employees to properly manage and protect all export-controlled defense articles and services required to defend and protect the United States’ warfighters and those of U.S. allies. We’ve built a robust corporate ethos that mandates and enforces adherence to all laws and regulations that are necessary to safeguard these critical national resources. Our board and senior leadership team and all managers remain committed to sustaining our robust efforts into the future.

CORPORATE RESPONSIBILITY REPORT

Corporate Responsibility Report

This year’s report provides a detailed overview of Raytheon’s corporate responsibility initiatives, highlighting our efforts to enrich the lives of people, strengthen our performance and reduce our environmental footprint.

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