The Board of Directors (the “Board”) of KBR, Inc. (the “Corporation”) believes that the primary responsibility of the Directors of the Corporation is to provide effective governance over the Corporation’s affairs for the benefit of its stockholders.
That responsibility includes:
- Evaluating the performance of the Chief Executive Officer and taking appropriate action, including removal, when warranted;
- Reviewing, by its independent directors, the Chief Executive Officer’s compensation for the next year based upon the determination of the Compensation Committee;
- Selecting, evaluating and fixing the compensation of executive management of the Corporation and establishing policies regarding the compensation and benefits for the Corporation and other members of management;
- Reviewing succession plans and management development programs for members of executive management;
- Reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans;
- Adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls;
- Evaluating annually the overall effectiveness of the Board;
- Evaluating the Corporation’s overall risk profile and ensuring that a robust process of oversight of such risks is maintained by the Board and its committees, and by executive management; and
- Reviewing matters of corporate governance.
The Board has adopted these Corporate Governance Guidelines (these “Guidelines”) to assist it in the exercise of its responsibilities. These Guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to the operation of the Board.