2003 Committee Charter : COL- 1 -
ROCKWELL COLLINS, INC.
TECHNOLOGY COMMITTEE CHARTER
The Technology Committee has been constituted by the Board of Directors to
review and provide oversight of technology-based issues.
The Committee shall consist of at least two members, none of whom shall be
officers or employees of this Corporation. The members of this Committee shall be
appointed on the recommendation of the Board Nominating and Governance
Committee and may be replaced by the Board of Directors.
The Technology Committee shall:
1. Review and oversee technology-based issues of importance to this
Corporation, including but not limited to:
a) assess this Corporation’s investments in technology, research resources
and product development;
b) assess this Corporation as a technology leader based upon benchmarking
against other recognized technology centers (corporate, government and
c) assess the strength and integrity of this Corporation’s engineering and
manufacturing processes and disciplines;
d) assess the application of information and other advanced technologies in
this Corporation’s business to enhance productivity and competitiveness;
e) assess the quality of the research and engineering intellectual capital in
this Corporation and any trends related thereto;
2. Make regular reports to the Board of Directors.
3. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board of Directors for approval.
4. Annually review its own performance.
Last Amended: September 11, 2002
Disclosure Committee Charter
The Company endeavors to ensure that accurate and complete information regarding
the Company and its operations and financial performance is provided to shareowners
and the investment community in a timely manner, in a clear, concise and
understandable format and in full compliance with the requirements of applicable
securities laws and the New York Stock Exchange. In order to accomplish this goal and
to assist the Company's Chief Executive Officer (CEO) and Chief Financial Officer
(CFO) to discharge their responsibilities in certifying as to the Company's periodic
reports under the Securities Exchange Act of 1934, as amended (the Exchange Act),
the Company has established a Disclosure Committee with the following purposes,
members and responsibilities:
1) To evaluate the effectiveness of the Company's "disclosure controls and
procedures," which is defined as controls and procedures that are designed to
ensure that information required to be disclosed by the Company in its Exchange Act
reports filed with the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms;
2) To review the Company's annual and quarterly Exchange Act reports prior to the
Company filing them with the SEC to assess the quality of the disclosures made in
the reports; and
3) To report to the CEO and CFO, prior to these officers executing their certifications
related to the Company's annual and quarterly Exchange Act reports, the
Committee's evaluation findings and conclusions regarding the effectiveness of the
Company's disclosure controls and procedures and the Committee's assessment of
the quality of the disclosures made in the Company's reports.
The members of the Disclosure Committee shall be the Principal Accounting Officer, the
General Counsel and Secretary, the General Auditor, the principal person responsible
for investor relations, the principal person responsible for external financial reporting,
one business representative from Government Systems, Commercial Systems and
Collins Aviation Services, and any other officers or employees of the Company
determined by the CEO or the CFO. The members of the Committee shall be appointed
and may be replaced by the CEO or the CFO. The Principal Accounting Officer shall
serve as Chairman of the Committee.
Responsibilities of the Committee:
1) The Disclosure Committee shall meet prior to the filing of each of the Company's
annual and quarterly Exchange Act reports, as necessary from time to time to
evaluate the necessity of making public disclosures, and otherwise as it determines.
2) The Disclosure Committee shall review and approve the guidelines and procedures
to be distributed to appropriate management and other Company personnel
designed to gather timely the information required to be disclosed in the Company's
Exchange Act reports (which includes annual and quarterly reports, current reports
on Form 8-K, and proxy statements). Such guidelines and procedures shall be
designed to operate so that important information flows to the appropriate collection
and disclosure points in a timely manner and includes procedures relating to the
prompt communication of information relating to events required to be reported by
the Company within two business days in a current report on Form 8-K.
3) The Disclosure Committee shall establish timelines for preparation of the Company's
annual and quarterly Exchange Act reports, which timelines shall include critical
dates and deadlines during the disclosure process relating to the preparation of
drafts, the circulation of drafts to appropriate Company personnel, the Company's
independent auditors, and the Audit Committee, the receipt of comments and the
review of the comments by the Committee. Such timetables should allow for
circulation of draft reports to the Disclosure Committee, the CEO, the CFO, and the
Audit Committee of the Board of Directors sufficiently in advance of the applicable
filing deadline in order to enable such persons to review carefully the filing and
discuss any questions and comments related thereto.
4) The Disclosure Committee shall evaluate the effectiveness of the Company's
"disclosure controls and procedures" prior to the filing of each of the Company's
annual and quarterly Exchange Act reports and assist the CEO and CFO with their
evaluation of the effectiveness of those disclosure controls and procedures. The
Committee's evaluation shall include but not be limited to:
a. assessing the adequacy of the controls and procedures in place to ensure that
material information required to be disclosed in the Company's periodic reports is
being recorded, processed, summarized and reported in those periodic reports;
b. identifying all significant deficiencies in the design or operation of the Company's
internal controls which could adversely affect the Company's ability to record,
process, summarize and report financial data;
c. monitoring the corrective actions being taken to address the significant
deficiencies in the design or operation of the internal controls; and
d. identifying any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls.
Responsibilities of the Committee (continued):
5) The Disclosure Committee shall review each annual and quarterly Exchange Act
report prior to the Company filing them with the SEC to assess the quality of the
disclosures made in the report including but not limited to whether the report is
accurate and complete in all material respects.
6) The Disclosure Committee shall report to the CEO and the CFO the Committee's
evaluation findings and conclusions regarding the effectiveness of the Company's
disclosure controls and procedures and the Committee's assessment of the quality
of the disclosures made in the Company's annual and quarterly Exchange Act
report. This Committee report shall occur prior to the filing of each of the Company's
annual and quarterly Exchange Act reports.
7) The Disclosure Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the CEO and the CFO for
Last Amended: October 4, 2002