The Board of Directors (“the Board”) of the Curtiss-Wright Corporation (“the Company”) is committed to discharging its duties in accordance with the highest ethical standards and relevant laws and regulations. Accordingly, the Board has adopted the following Corporate Governance Guidelines, which set forth the principles that will govern Board activities. Section I describes the principles the Board will employ in its constitution and operations. Section II describes principles governing the Board’s interaction with institutional investors and the press. Section III sets forth the Directors’ Code of Conduct. Section IV describes the procedures the Board will adopt in overseeing management succession.
The Chief Executive Officer and designated management personnel speak for the Company. Members of the Board other than the Chairman should not speak individually for Curtiss-Wright unless requested to do so by the Chairman. Other directors should refer all inquiries to the Chief Executive Officer.
Continuous attention to management and its succession is critical to the continued vitality of the Company. The Board will establish procedures to oversee the Company’s management succession processes. In addition, the Board will specifically devote time annually to review management succession plans for the Chief Executive Officer, ensuring that such plans address succession in the event of an emergency or the retirement of the Chief Executive Officer. In this regard, the Board shall seek to take note at least annually of those executives within the Company who might be best suited for the role of Chief Executive Officer, as well as possible candidates from outside the Company known to the Directors whom it would consider in the event of a sudden need to implement a succession plan.