POLICY COMMITTEE CHARTER
The purpose of the Policy Committee (the “Committee”) of the Board of Directors (the “Board”) of Northrop Grumman Corporation (the “Company”) is to: (1) assist the Board in identifying and evaluating global security, political, budgetary and other issues and trends that could impact the Company’s business activities and performance; (2) review, monitor and provide oversight over the Company’s policies and programs for ethics and corporate responsibility; (3) review the Company’s public relations strategy; (4) monitor and provide oversight regarding the Company’s government relations strategy and political action committee (“PAC”); (5) review the Company’s community relations activities; and (6) review, monitor and provide oversight of the Company’s environmental sustainability program.
The Committee shall consist of three or more directors. Members of the Committee shall be appointed to and removed from the Committee by the Board. The Board shall designate a chairperson from among the membership of the Committee. The Board may remove any Committee member at any time. Vacancies on the Committee shall be filled by the Board.
The Committee shall meet as often as it deems necessary in order to perform its duties and responsibilities, but not less than three times annually. The Committee chairperson, in consultation with the other Committee members, shall determine the frequency and length of the meetings and shall prepare and/or approve an agenda in advance of each meeting consistent with this Charter. The Committee may invite such members of management and other persons to its meetings as it may deem desirable or appropriate.
A majority of the members of the Committee shall constitute a quorum for doing business. Any action of a majority of the members of the Committee present at any meeting at which a quorum is present shall be an action of the Committee. The Committee may also act by unanimous written consent.
The Committee shall maintain written minutes of its meetings. These minutes shall be filed with the minutes of the meetings of the Board.
All actions by the Committee shall be reported to the Board at the next regularly scheduled Board meeting succeeding such Committee meetings.
In carrying out its duties and responsibilities, the Committee shall have the authority to meet with and seek any information it requires from Company employees, officers, directors or external parties.
The Committee shall have the authority to retain and obtain advice and assistance from external advisers as the Committee determines is necessary to carry out its duties and responsibilities. The Committee shall have the authority to approve related fees and retention terms of these advisers.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.
The Committee’s duties and responsibilities include the following:
1. Identify and evaluate global security, political, budgetary, technological and other issues and trends that could affect the Company’s business activities and performance;
2. Review, monitor and provide recommendations regarding the Company’s ethics and corporate responsibility programs and policies, including its Standards of Business Conduct;
3. Review the Company’s public relations and advertising strategy and the manner in which the Company conducts its public relations activities;
4. Review and monitor the Company’s government relations strategy and the manner in which the Company conducts its government relations activities, including the governance and compliance of the PAC and the Company's policies and practices with respect to political contributions;
5. Approval of company spending to advocate for the election of a specific political candidate aligned with Company priorities;
6. Review and monitor the Company’s policies and practices with respect to environmental matters, health and safety matters, community relations and charitable organizations (including contributions) and activities;
7. Review and make recommendations to the Board regarding stockholder proposals relating to government relations (including political contribution activities), corporate responsibility and public interest matters;
8. Review this Charter, at least annually, and recommend any changes to the Charter that the Committee deems appropriate to the Board for approval;
9. Conduct an annual evaluation of the Committee’s own performance and report the results of such evaluation to the Board; and
10. Undertake such additional duties and responsibilities as the Board may from time to time prescribe.
Effective September 18, 2019
- Financial Expert
- Independent Director