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PROPOSAL 1:
ELECTION OF DIRECTORS
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PROPOSAL 1:
ELECTION OF DIRECTORS
Our Corporate Governance Guidelines set forth a clear vision statement for the composition of Honeywells Board:
The composition of Honeywells Board, as well as the perspective and skills of its individual members, needs to effectively
support Honeywells growth and commercial strategy. Collectively, the Board must also be capable of overseeing risk management, capital allocation, and leadership succession. Board composition and the members perspective and skills should
evolve at an appropriate pace to meet the challenges of Honeywells changing commercial and strategic goals.
Consistent with this vision, the Corporate
Governance and Responsibility Committee (CGRC) has responsibility for identifying a slate of director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively
as a Board.
The CGRC believes that each of the nominees presented in this proxy has key personal attributes that are important to an effective board: integrity,
candor, analytical skills, willingness to engage management and each other in a constructive and collaborative fashion, and ability and commitment to devote significant time and energy to service on the Board and its committees. The CGRC also
considered the following specific experiences, qualifications, and skills, which Honeywell believes are critical in light of our strategic priorities, and business objectives, operations, and structure.
DIRECTOR SKILLS AND QUALIFICATIONS
I
STRATEGIC SKILLS
Global Experience.
Growing revenue outside of the United States, particularly in what we call high growth regions or HGRs such as China,
India, Southeast Asia, Africa, and Latin America, is a central part of our long-term strategy for growth. Hence, exposure to markets and economies outside of the United States is an important qualification for our Board. This exposure can take many
forms including government affairs, regulatory, managerial, or commercial.
Regulated Industries/Government Experience.
Honeywell is subject to a broad array
of government regulations, and demand for its products and services can be impacted by changes in law or regulation in areas such as aviation safety, security, and energy efficiency. Several of our directors have experience in regulated industries,
providing them with insight and perspective in working constructively and proactively with governments and agencies globally.
Innovation and Technology.
With
Honeywells transformation to a software-industrial company in the digital age, expertise in combining software programming capabilities with leading-edge physical products and domain knowledge is critical to opening and securing new growth
paths for all of Honeywells businesses.
Marketing.
Developing new markets for our products and services is critical for driving growth. Our directors
who have that expertise provide a much desired perspective on how to better market and brand our products and services.
Industries, End Markets, and Growth Areas.
Experience in industries, end markets, and growth areas that Honeywell serves Commercial Aerospace, Industrial Productivity, Non-Residential, Oil and Gas / Petrochemical, Defense and Space, and Specialty Chemicals enables a
better understanding of the issues facing our businesses.
I
CORE COMPETENCIES
Senior Leadership Experience.
Experience serving as CEO or a senior executive as well as hands-on leadership experience in core management areas, such as strategic
and operational planning, financial reporting, compliance, risk management, and leadership development, provide a practical understanding of complex organizations like Honeywell.
Public Company Board Experience.
Service on the boards and board committees of other public companies provides an understanding of corporate governance practices
and trends and insights into board management, relations between the board, the CEO and senior management, agenda setting, and succession planning.
Risk
Management.
In light of the Boards role in risk oversight and our robust Enterprise Risk Management program, we seek directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance,
competition, financial, brand integrity, human capital, and intellectual property.
Financial Expertise.
We believe that an understanding of finance and
financial reporting processes is important for our directors to enable them to monitor and assess the Companys operating and strategic performance and to ensure accurate financial reporting and robust controls. We seek directors with
background and experience in capital markets, corporate finance, accounting, and financial reporting as well as directors with accounting or related financial management expertise as defined in the New York Stock Exchange listing
standards.
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Notice and Proxy Statement
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2019
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7
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