Reviewing and approving executive compensation and.Selecting the CEO and electing officers of the Company.Adopting revisions to the Company’s Bylaws.Determining proposals to be voted upon by stockholders and responses to stockholder proposals.Electing directors to fill open Board positions between meetings of stockholders and evaluating offers of resignation from directors.The decision-making responsibilities of the Board (and its committees) include, but are not limited to, the following: In fulfilling their decision-making and oversight responsibilities, directors shall exercise their business judgment in a manner that they reasonably believe to be in the best interests of the Company and its stockholders and in a manner consistent with their fiduciary duties. In discharging these responsibilities, directors are encouraged and expected to ask questions of and raise issues with management as part of their thorough and careful oversight. The Board is elected by the Company’s stockholders to maximize value over the long term by fulfilling the Board’s decision-making and oversight responsibilities. The day-to-day business and affairs of the Company are conducted by its officers and employees, under the direction of the chief executive officer (the “CEO”) and the oversight of the Board. These Principles can be found in their entirety on the Company’s website (and are available in print to any stockholder who requests them. Over the years, the Board has modified these Principles and will continue to do so if the directors believe that changes to these Principles will advance the interests of the Company’s stockholders. The Board reviews these Principles at least annually to determine whether they should be modified in response to changed circumstances or legal or stock exchange requirements, or otherwise to be made more effective. These Principles, together with the Company’s Certificate of Incorporation and Bylaws and charters of the committees of the Board, provide an overall framework for the Company’s governance. In accordance with this objective, the Board has adopted these Principles of Corporate Governance (these “Principles”), which reinforce the Company’s values and provide for effective governance and responsible business practices. The primary responsibility of the Board of Directors (the “Board”) of Northrop Grumman Corporation (the “Company”) is to foster the long-term success of the Company, promoting the interests of stockholders.
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