The Boeing Company Audit Committee Charter

PURPOSE

The Audit Committee is established by and amongst the Board of Directors for the primary purpose of assisting the Board in oversight of:

  1. 1. Integrity of the Company's financial statements,
  2. 2. Company's compliance with legal and regulatory requirements,
  3. 3. Independent auditor's qualifications and independence, and
  4. 4. Performance of the Company's internal audit function and independent auditor.

In fulfilling their responsibilities hereunder, it is recognized that the members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, accountants or auditors by profession. As such, it is not the duty of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures, and each member of the Audit Committee shall be entitled to rely on (i) the judgment of those persons and organizations within and outside the Company that it receives information from and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations.

The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as deemed necessary to perform its duties and responsibilities.

The Company shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor, outside legal, accounting or other advisers that the Audit Committee chooses to engage.

ORGANIZATION

Members:

The Audit Committee shall consist of three or more directors who are not members of management and meet the independence and expertise requirements as defined by the New York Stock Exchange (NYSE) Listed Company Manual who are free from any relationship, including disallowed compensatory arrangements, that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The chairperson and members of the Committee shall be appointed by the Board of Directors at the annual organization meeting of the Board. At least one member of the Committee shall be a "financial expert," as determined by the Board, in compliance with the criteria established by the SEC. The Committee may invite to its meetings any member of management, including the Chief Executive Officer, and such other persons as it deems appropriate in order to carry out its duties and responsibilities.

Meetings:

Audit Committee meetings shall be in conjunction with regular Board of Directors meetings and at such other times as called by or on behalf of the chairperson of the Committee.

A majority of the members of the Audit Committee shall constitute a quorum. The act of a majority of the members of the Audit Committee present at a meeting at which a quorum is present shall be the act of the Committee. The Committee meets regularly in executive session.

RESPONSIBILITIES

The responsibilities of the Audit Committee are to:

  1. 1. Appoint, retain, compensate, evaluate and terminate, if necessary, the independent auditor. The audit committee should present its conclusions with respect to the independent auditor to the Board of Directors. The independent auditor is the public accounting firm that will be retained to perform audit services for the Company, any of its subsidiaries, or any related parties, including employee benefit plans sponsored by the Company
  2. 2. Review and pre-approve both audit and non-audit services to be provided by the independent auditor.
  3. 3. Review and advise on the selection and removal of the General Auditor. Additionally, the Audit Committee will review, recommend changes to, and approve the Internal Audit Charter.
  4. 4. Review, on an annual basis, a formal written statement prepared by the independent auditor describing:
  5. 5. Discuss with management or the independent auditor, as appropriate, the matters required to be discussed by Statement on Auditing Standards No. 61 and the Sarbanes-Oxley Act of 2002 relating to the conduct of the audit or quarterly review. This includes:
  6. 6. Review with the independent auditors, internal auditors and members of senior management the adequacy and effectiveness of the Company's financial controls and financial reporting processes
  7. 7. Meet periodically or at least annually with management, the senior internal auditing executive, and the independent auditors in separate executive sessions.
  8. 8. Meet to review and discuss with management and the independent auditors, prior to filing, the Company's quarterly and annual reports filed with the SEC on Forms 10-Q and 10-K, including the Management's Discussion and Analysis of Financial Condition and Results of Operations, any management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditors.
  9. 9. Review and discuss earnings press releases with management as well as financial information and earnings guidance provided to analysts and rating agencies. Discussions of earnings press releases as well as financial information and earnings guidance may be done generally (i.e. discussion of the types of information to be disclosed and the type of presentation to be made). Discussions need not occur in advance of each earnings press release or each instance in which earnings guidance is provided.
  10. 10. Prepare a report and other additional information required for inclusion in the annual proxy statement to include at least the following:
  11. 11. Review this charter on an annual basis and recommend to the Board of Directors changes to the charter as appropriate to support an affirmation by the Board of Directors.
  12. 12. Discuss with management, policies with respect to risk assessment and risk management
  13. 13. Review management's assessment of compliance with laws, regulations, and Company policies relative to payments to individuals or organizations retained as foreign sales consultants
  14. 14. Meet with the Office of Internal Governance to review the Company's ethics and business conduct program and Company compliance with the principles of the Defense Industry Initiative on Business Ethics and Conduct.
  15. 15. Review significant pending and threatened litigation, the status of advancement of expenses to employees involved in company-related legal proceedings, and related indemnification.
  16. 16. Set clear hiring policies, compliant with governing laws or regulations, for employees or former employees of the independent auditor.
  17. 17. Establish and maintain procedures for:
  18. 18. Annually, perform a self-assessment relative to the Audit Committee's purpose, duties and responsibilities outlined herein.
  19. 19. Report annually to the Board of Directors regarding the execution of the Committee's duties and responsibilities as well as any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's independent auditors, or the performance of the internal audit function.
  20. 20. Present to the Board of Directors such comments and recommendations as the Audit Committee deems appropriate, and perform such other duties as may be assigned by the Board or deemed appropriate by the Committee within the context of this charter.