Corporate Governance and Responsibility Committee

All Members Independent

This committee also serves as the Nominating Committee.

• Identify and evaluate potential director candidates and recommend to the Board the nominees for election to the Board.
• Review and make a recommendation to the Board regarding whether to accept a resignation tendered by a Board nominee who does not receive a majority of votes cast for his or her election in an uncontested election of directors.
• Review annually and recommend changes to the Corporate Governance guidelines.
• Together with the Lead Director, lead the Board in its annual evaluation of the performance of the Board and its Committees.
• Review policies and make recommendations to the Board concerning the size and composition of the Board, qualifications and criteria for director nominees, director retirement policies, compensation, and benefits of non-employee directors, conduct of business between Honeywell and any person or entity affiliated with a director, and the structure and composition of Board Committees.
• Monitor and provide risk oversight with respect to focus areas assigned to the Committee from time to time by the Board, including political contributions and lobbying, regulatory compliance matters such as data privacy, integrity and ethics, geopolitical risk, and health, safety, environmental, product stewardship, and sustainability.
• Review Honeywell’s policies and programs relating to health, safety and environmental matters, political contributions and lobbying and other matters, including the Company’s Code of Business Conduct, as may be brought to the attention of the Committee regarding Honeywell’s role as a responsible corporate citizen.