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Board Committees

Committee Charting

Duncan B. Angove William S. Ayer Kevin Burke D. Scott Davis* Linnet F. Deily Deborah Flint Judd A. Gregg Clive R. Hollick Grace D. Lieblein Raymond T. Odierno George Paz Robin L. Washington Charter Documents Charter Documents Charter Documents
Audit Committee $ Chair $ $
Audit Committee Charter
Corporate Governance and Responsibility Committee Chair
Corporate Governance and Responsibility Committee Charter
Management Development and Compensation Committee ex officio Chair
Management Development and Compensation Committee Charter
Audit Committee Corporate Governance and Responsibility Committee Management Development and Compensation Committee
Duncan B. Angove
William S. Ayer
Kevin Burke
D. Scott Davis* $ ex officio ex officio
Linnet F. Deily Chair
Deborah Flint
Judd A. Gregg
Clive R. Hollick
Grace D. Lieblein Chair
Raymond T. Odierno
George Paz Chair $
Robin L. Washington $
= Member
$= Financial Expert
*To view the charter documents, click on committee name.

Board Committees and Responsibilities

The primary functions of each of the Board Committees are described below.

All Members Independent

The Audit Committee has oversight responsibility for our independent accountants.

  • Appoint (subject to shareowner approval), and be directly responsible for, the compensation, retention and oversight of, the firm that will serve as independent accountants to audit our financial statements and to perform services related to the audit; this includes resolving disagreements between management and the independent accountants regarding financial reporting;
  • Review the scope and results of the audit with the independent accountants;
  • Review with management and the independent accountants, prior to filing, the annual and interim financial results (including Management's Discussion and Analysis) to be included in Forms 10-K and 10-Q;
  • Consider the adequacy and effectiveness of our internal accounting controls and auditing procedures;
  • Review, approve and establish procedures for the receipt, retention and treatment of complaints received by Honeywell regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
  • Review material legal and compliance matters and the effectiveness of the Company's integrity and compliance program; and
  • Consider the accountants' independence.

The Audit Committee seeks to ensure the exercise of appropriate professional skepticism by the independent accountants by reviewing and discussing, among other things, management and auditor reports regarding significant estimates and judgments and the results of peer quality review and PCAOB inspections of the independent accountants. They also review and pre-approve all audit and non-audit services provided to Honeywell by the independent accountants in order to determine that such services would not adversely impact auditor independence and objectivity. The Committee also holds separate executive sessions at each in-person meeting with representatives of our independent accountants, and with Honeywell's Chief Financial Officer and Vice President—Corporate Audit. The Board has determined that Messrs. Paz, Burke, and Davis, and Mses. Deily and Washington satisfy the "accounting or related financial management expertise" requirements set forth in the NYSE listing standards, and has designated each of Mr. Paz, Mr. Davis and Ms. Washington as the Securities and Exchange Commission ("SEC") defined "audit committee financial expert."

All Members Independent

This committee also serves as the Nominating Committee.

  • Identify and evaluate potential Director candidates and recommend to the Board the nominees to be proposed by the Company for election to the Board;
  • Review and make a recommendation to the Board regarding whether to accept a resignation tendered by a Board nominee who does not receive a majority of votes cast for his or her election in an uncontested election of directors;
  • Review annually and recommend changes to the Corporate Governance Guidelines;
  • Lead the Board in its annual review of the performance of the Board and its Committees;
  • Review policies and make recommendations to the Board concerning the size and composition of the Board, the qualifications and criteria for election to the Board, retirement from the Board, compensation and benefits of non-employee directors, the conduct of business between Honeywell and any person or entity affiliated with a director, and the structure and composition of Board Committees; and
  • Review Honeywell's policies and programs relating to health, safety and environmental matters, political contributions and lobbying, equal employment opportunity and such other matters, including the Company's Code of Business Conduct, as may be brought to the attention of the Committee regarding Honeywell's role as a responsible corporate citizen.
All Members Independent

The Management Development and Compensation Committee administers Honeywell's executive compensation program.

  • Evaluate and approve executive compensation plans, policies and programs, including review and approval of executive compensation-related corporate goals and objectives;
  • Sole authority to retain and terminate a compensation consultant to assist in the evaluation of CEO or senior executive compensation;
  • Review and approve the individual goals and objectives of the Company's executive officers;
  • Evaluate the CEO's performance relative to established goals and objectives and, together with the other independent directors, determine and approve the CEO's compensation level;
  • Review and determine the annual salary and other remuneration (including under incentive compensation and equity-based plans) of all other officers;
  • Review and discuss with management, the Compensation Discussion and Analysis and other executive compensation disclosure included in this proxy statement;
  • Produce the annual Committee Report included in this proxy statement;
  • Review the management development program, including executive succession plans; and
  • Review or take such other action as may be required in connection with the bonus, stock and other benefit plans of Honeywell and its subsidiaries.
  • Each member of the Committee qualifies as an outside director within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended ("Internal Revenue Code").