Corporate Governance

Committee Charter

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Statement of Purpose

The purpose of the Innovation and Technology Committee is to review the Company’s overall capabilities and strategic direction in matters of technology, science and innovation, including investment in research and development and other technological and scientific initiatives, and to identify risks that could have a significant impact on Company’s operations and pursuit of its long-term strategic goals. The Committee is not a standing committee of the Board, but is an ad hoc committee formed to explore the issues of particular interest to the Board and management described in this charter. The Board will periodically review the need to continue the Innovation and Technology Committee.

Composition and Operation

The Committee shall be comprised of at least three members of the Board of Directors, a majority of whom all shall have scientific, technological or engineering experience. The Committee Chair, who shall be selected by the Board, is responsible for the leadership of the Committee, including preparation of meeting agendas. The Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee shall keep such records of its meetings as it deems appropriate and the Committee Chair shall report regularly to the Board on its activities.

Duties and Responsibilities

In furtherance of the purposes described above, the Committee shall:

  1. Review the Company’s technology capabilities and intellectual property, assess short-term and long-term needs and provide guidance on the Company’s technology and innovation strategy and approach in view of the Company’s business strategies and plans.
  2. Assess the Company’s technical workforce and its suitability for meeting needs, including science and engineering leadership and the development and succession planning process for critical scientific and technology experts.
  3. Review and advise on the Company’s research and development expenditure plans (both internal and contracted), including the technical relevance of proposed activities.
  4. Assist the Board in its oversight of the Company’s investments in science and technology, including through acquisitions and other business development activities.
  5. Assess science and technology trends that could significantly affect the Company and the industry in which it operates, including the emerging requirement of government sponsorship of IRAD projects, and how the Company could take advantage of emerging technologies.
  6. Review the effectiveness of the Company’s innovation IRAD program as a driver of innovation and entrepreneurship within the Company.
  7. Meet with management and other employees as necessary to assist the Committee in carrying out its duties.
  8. Review and provide guidance on such other technology-related issues of the importance to the Company as the Board may from time to time prescribe.


The Committee shall have authority to retain and obtain advice and assistance from such advisors as it believes may be necessary to fulfill its responsibilities and to approve the fees, expenses and other terms of retention of such advisors, for which the Company shall provide for appropriate funding.

May 12, 2017

Committee Members
ChairpersonGary S. May
Committee MemberMiriam E. John
Committee MemberFrank Kendall
Committee MemberSurya N. Mohapatra
Innovation & Technology Committee Charter