2003 Committee Charter : COL

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ROCKWELL COLLINS, INC.
BOARD NOMINATING AND GOVERNANCE COMMITTEE CHARTER
The Board Nominating and Governance Committee has been constituted by the
Board of Directors:
To assist the Board by identifying individuals qualified to become Board
members and to recommend to the Board nominees to fill vacancies in
membership of the Board as they occur and, prior to each Annual Meeting of
Shareowners, recommend a slate of nominees for election as Directors at such
meeting;
To recommend to the Board the Guidelines on Corporate Governance applicable
to the Corporation and any changes to those guidelines;
To lead the Board in its annual review of Board performance; and
To recommend to the Board the Director nominees for each committee of the
Board.
The Committee shall consist of at least two members, each of whom shall meet
the criteria for independence required by the New York Stock Exchange. The members
of the Committee shall be appointed and may be replaced by the Board of Directors.
The Board Nominating and Governance Committee shall:
1. Seek out candidates qualified to become Board members, who may be
submitted by Directors, officers, employees, shareowners and others, for
consideration as a potential nominee to be recommended to the Board of
Directors.
2. Prepare, not less frequently than every three years, and submit to the Board
of Directors for adoption by the Board, a list of selection criteria to be used by
the Committee for Board membership (the "Board Membership Criteria", a
current copy of which is attached hereto).
3. Periodically review matters involving general operation of the Board of
Directors and corporate governance for the Corporation, and make
recommendations to the Board of Directors as appropriate on such matters.
4. After considering the recommendation of the Chairman of the Board,
recommend annually to the Board of Directors the Directors for appointment
to committees of the Board.
5. Receive comments from all Directors and report annually to the Board of
Directors with an assessment of Board performance. This assessment
should be of the Board's contribution as a whole as well as the contribution of
each Director.
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6. Review and reassess the adequacy of the Board's Guidelines on Corporate
Governance and recommend any proposed changes to the Board of Directors
for approval.
7. Have the sole authority to retain and terminate any search firm to be used to
identify director candidates and have sole authority to approve the search
firm's fees and other retention terms. Have authority to obtain advice and
assistance from internal or external legal, financial or other advisors.
8. Make regular reports to the Board of Directors.
9. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board of Directors for approval.
10. Annually review its own performance.
Last Amended: September 11, 2002
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ROCKWELL COLLINS, INC.
BOARD MEMBERSHIP CRITERIA
COMPOSITION
Since the Board depends both on (i) the character, judgment, objectivity and diverse
experience of its individual Directors and (ii) their collective strengths, the Board should
be composed of:
1. Directors chosen with a view to bringing to the Board a variety of experience and
backgrounds.
2. Directors who have high level managerial experience in a relatively complex
organization or are accustomed to dealing with complex problems.
3. Directors who will represent the balanced, best interests of the shareowners as a
whole rather than special interest groups or constituencies, while also taking into
consideration in assessing the overall composition and needs of the Board such
factors as diversity, age, international background and experience, and
specialized expertise.
4. As a matter of policy, a substantial majority of Independent Directors but at least
a majority shall be Independent Directors under the criteria for independence
required by the New York Stock Exchange.
SELECTION CRITERIA -- OUTSIDE DIRECTORS
In considering possible candidates for election as an outside Director, the Board
Nominating and Governance Committee and other Directors should be guided by the
foregoing general guidelines and by the following criteria:
1. Each Director should be an individual of the highest character and integrity, have
experience at or demonstrated understanding of strategy/policy-setting and a
reputation for working constructively with others.
2. Each Director should have sufficient time available to devote to the affairs of the
Corporation in order to carry out the responsibilities of a Director.
3. Each Director should be free of any conflict of interest which would interfere with
the proper performance of the responsibilities of a Director. This excludes from
consideration: (i) officers of companies in direct or substantial competition with
Rockwell Collins and (ii) major or potential major customers, suppliers or
contractors.
SELECTION CRITERIA -- INSIDE DIRECTORS
As a matter of policy, a substantial majority of the Board should be composed of outside
Directors. The Chief Executive is expected to be a Director. Other members of senior
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management may be considered, but Board membership is not necessary or a
prerequisite to a higher management position.
CONTINUATION OF SERVICE
1. Outside Directors are to retire and not stand for re-election at the meeting of
shareowners immediately following their attainment of age 70.
2. An Outside Director whose job responsibilities change meaningfully from those at
the time of initial appointment or election is expected to offer to resign as a
Director. Whether or not such offer will be accepted by the Board is a matter for
discussion at that time.
3. With the exception of the Chief Executive, Inside Directors are expected not to
stand for re-election after attaining age 65 and to resign from the Board if there is
a meaningful reduction of job responsibilities before attaining that age.
4. A Chief Executive who retires or resigns from that position is expected to offer to
resign as a Director. Whether or not such offer will be accepted by the Board is a
matter for discussion at that time.
5. A former Chief Executive serving on the Board will not be considered an
Independent Director until five years after employment with the company has
ended.
Last Amended: September 11, 2002