Strong corporate governance enhances shareholder value
Our board of directors and management team are committed to the principle that good corporate governance enhances shareholder value. Through strong corporate governance practices, we promote a culture of ethics and integrity and empower leaders at all levels to do what is right for our customers, suppliers, employees and communities.
Board of Directors
Our board of directors is committed to the principle that good corporate governance enhances shareholder value. Through strong corporate governance practices, we promote a culture of ethics and integrity, and empower leaders at all levels to do what is right for our customers, suppliers, employees and communities.
Our deeply engaged and experienced board is central to our company’s culture of accountability and continuous improvement. Our board reflects a diverse and well-qualified group of business leaders and aerospace and defense industry experts, as well as financial and strategic advisers.
Other than our CEO, all of our directors are independent. Each of our board committees is chaired by an independent director. Our board includes directors who are or have:
- Significant financial background or expertise
- Experience in leading complex operating and manufacturing organizations
- Prior top leadership posts in the military or U.S. Department of Defense
- Women or racial or ethnic minorities
- Current or former public company directors
- Current or past CEOs of complex, global and/or public companies
- Experience in corporate sustainability matters and reporting
The General Dynamics Corporate Governance Guidelines provide a framework for effective governance of the board and the company. The board’s commitment is demonstrated by key corporate governance practices, including:
- Strong board independence
- An independent lead director
- A majority voting standard for the election of directors, coupled with a director resignation policy
- Shareholders’ right to call a special meeting
- Shareholders’ right to act by written consent
- Shareholders’ ability to nominate director candidates and have those nominees included in the company’s proxy statement, a process known as “proxy access”
- Annual board and committee self-assessments
- A robust shareholder engagement program
- Disclosure of corporate political contributions and trade association dues
Board Oversight of Risk
Our comprehensive risk management program is conducted by senior management and overseen by the board of directors. In particular, the board oversees management’s identification and prioritization of risks. The full board reviews and approves a corporate policy addressing the delegation of authority and assignment of management responsibility annually. This ensures that the responsibilities and authority delegated to senior management are appropriate from an operational and risk management perspective.
The following summarizes the key elements of the roles of the board, senior management and external advisers in our risk management program:
- The board oversees risk management, focusing on the most significant risks facing the company, including strategic, operational, financial, legal, environmental, cyber and reputational.
- Each board committee is integral to risk management and reports specific risk management matters as necessary to the full board.
- The board’s Sustainability Committee oversees sustainability practices and management, including those relating to environmental, health and safety, human rights, and
- Senior management is responsible for day-to-day risk management and conducts a thorough assessment through internal management processes and controls.
- The chief executive officer and senior management team provide the board with a dedicated and comprehensive briefing of material risks at least twice per year, and the board is briefed as needed throughout the year on specific risks as they arise, allowing the board to frequently reassess the company’s risk environment.
- External advisers provide independent advice on specific risks, and review and comment on risk management processes and procedures as necessary.
Board Oversight of Sustainability
The board continuously focuses on material risks and opportunities, including those related to sustainability matters. It takes these risks and opportunities into account as it exercises its duties. The Sustainability Committee is responsible for assisting the board in fulfilling its oversight duties.
In 2021, the board established a Sustainability Committee to oversee sustainability management and practices, including those related to environmental, health and safety, human rights, and social matters.
The Sustainability Committee is chaired by an independent director with expertise and unique experience in the environmental, social and governance (ESG) field, including as a former board co-chair of the Value Reporting Foundation, now part of the International Financial Reporting Standards (IFRS) Foundation.
Climate-related risks and opportunities are typically briefed by business unit presidents or the cognizant executive vice presidents (EVPs) for the relevant business line. They may also be briefed by the chair of our corporate functional area councils, including the Environment, Health and Safety (EHS) Committee of the Manufacturing Council. This EHS Committee, sponsored by an EVP, provides an annual briefing of EHS-related risks to the board.
Our customers use our products to perform no-fail missions, and we never compromise on safety. True to our Ethos, we commit to providing our customers with products that raise the bar for safety, performance and quality. Our purposeful investment in research and development propels superior design that incorporates the latest in safety solutions and includes technological advances to create a competitive edge. That edge extends to initiatives that promote operating efficiency that include a reduction in fuel burn and carbon emissions from our aircraft and other vehicles. As a result, we manufacture and operate some of the safest and most advanced products ever made, from nuclear-powered submarines to high-speed, long-range business jets.
We recognize the fundamental human dignity of all people. As a company with operations and suppliers around the world, we appreciate the importance of respect for basic human rights in our business activities, and this core value is embedded at all levels of our business. Our corporate Ethos, the single most important element of our culture, demands responsible and ethical practices, and that includes those that involve human rights. We respect the dignity of those who work on our behalf, we do not discriminate, and we value the diversity of our workforce and business partners.
We also respect the rule of law. We recognize the special responsibilities that come with providing products and services with lethal capabilities, and we strive to comply rigorously with applicable laws and requirements regarding product safety and end use.
In our complex and international business, some circumstances may be subject to potentially competing imperatives. In carrying out our core commitment to human rights, our North Star is U.S. law and policy. Given our role as a core supplier to the U.S. government and military, we are legally, ethically and morally bound to support its foreign and defense policies.
We take a principled approach to addressing end-use risk associated with our products and services. We follow U.S. national security and foreign policy and strictly adhere to applicable export law. The United States’ laws and regulations governing the export of weapons and other defense articles encompass U.S. defense and foreign policy goals, including the promotion and protection of human rights and international humanitarian law. This export regime contains express provisions addressing end-use risk of defense articles, including exacting eligibility criteria for non-U.S. purchasers, clear limits on permitted uses of exported defense articles, active end-use monitoring and reporting of transactions to Congress. We have a rigorous compliance process, including comprehensive due-diligence and approval processes, to ensure we follow these laws.
Global Supply Chain
Our suppliers play a critical role in our ability to deliver the quality products and services our customers expect. We expect them to uphold the same high standards that we uphold ourselves.
This means our suppliers are expected to act as good corporate citizens with sustainable business practices and to honor our ethical treatment of employees and customers, including acting with integrity, honesty and respect for others.
Learn more about our supplier collaboration, diversity, quality-control processes and responsible sourcing efforts.
General Dynamics Corporation does not make political contributions.
We offer eligible employees (as determined by federal election laws) in the United States the opportunity to make political contributions through a political action committee (PAC). The General Dynamics employee PAC is organized and operated on a strictly voluntary, nonpartisan basis and is registered with the Federal Election Commission.
Our employee PAC invests contributions in candidates based on:
Support for national security and aerospace
Representation in districts/states where General Dynamics facilities, suppliers or employees are located
Membership on key committees legislating issues important to General Dynamics
Prior military or aerospace industry experience
The PAC’s political contributions are reported monthly to the Federal Election Commission, where they become a matter of public record and are available for review online. PAC contributions are subject to a robust internal review process to ensure they represent the best interests of the company, its employees and its shareholders. In addition, internal financial controls exist to ensure company compliance with federally mandated contribution limits.
As a guiding principle of our employee PAC, we stay above the normal fray of partisan politics, remaining focused on national security and on advocating for success of General Dynamics and our employees. That means we give to members of both parties, and we delink our support from issues unrelated to our core business. That philosophy has served our industry well over the years, as we have enjoyed strong bipartisan support.
We do not contribute to presidential campaigns, “super PACs,” or other 527 or 501(c)(4) organizations. Our employee PAC will not support members of Congress who provoke or incite violence or similar unlawful conduct.
To ensure compliance with all applicable laws relating to political activities and effective corporate governance, we follow a strict policy governing lobbying practices. This includes tracking and reporting lobbying costs and expenses as nondeductible for tax purposes and unallowable for purposes of U.S. government contracts.
We deliver fair market-based compensation. Our businesses evaluate all job categories and levels, comparing compensation for similar positions to ensure there are no inadvertent disparate pay conditions, and if any are found, promptly raise pay to remediate the situation.
Our executive compensation is rooted in a longstanding pay-for-performance philosophy. To incentivize this focus on creating long-term value, our executive compensation is tied to defined financial and nonfinancial performance metrics that align with creating shareholder value. These defined metrics also include a stakeholder-centric strategic and operational component, which incorporates environmental, human and socialcapital sustainability objectives.
We demonstrate our commitment to aligning management with stockholders by emphasizing a culture of stock ownership, with some of the strictest stock ownership guidelines in the S&P 500 for our executive officers. Our shareholders provide feedback on executive compensation with an annual say-on-pay vote, and in 2021, our say-on-pay vote was 97% in favor.
General Dynamics is committed to safeguarding employee, customer, national security and thirdparty information entrusted to our care. We achieve this by executing a proactive, robust and compliant information security program. Our priority is to protect sensitive information from the full range of potential internal and external threats targeting our systems and data.
Data Privacy and Protection
We handle data that may include personal and sensitive information about our employees, our customers and third parties. Safeguarding this information is critical, and we take this responsibility very seriously.
Our data privacy programs are designed to address the challenges of expanding national and global privacy regulations, the growth in volume and sensitivity of privacy data and the increased use of third-party vendors. Core tenets of our program include collecting the least amount of information necessary to meet our business needs and seeking to ensure that the information we have is used exclusively for valid business purposes in accordance with written policies and procedures. We regularly monitor and update our policy to maintain compliance with national and global data privacy laws and regulations. We also leverage the maturity of our general cybersecurity program with additional targeted privacy controls to protect privacy information against unauthorized access, use or disclosure.
As a large, well-known aerospace and defense contractor, we face numerous cybersecurity threats, including threats to our IT infrastructure and attempts to gain access to information in our care. We also design and manage IT systems for customers, and many of the products we manufacture contain IT systems that are subject to those same threats.
We leverage our experience as a leading cybersecurity provider for national defense customers to continually evolve and enhance our cyber defenses, seeking to monitor, manage and avoid risks to the information on our systems and networks. Moreover, we commit to continuously improving our cybersecurity capabilities and those of our supply chain partners.
General Dynamics maintains cyber defense collaboration capabilities that empower our cyber defenders with high quality, actionable cyberthreat intelligence from government, industry and commercial sources. Our intelligence sharing and analysis center serves as the central hub for threat activity, incident reporting and response, and proactive sharing of the intelligence we develop from those activities with industry peers and supply chain partners. Our incident reporting processes are designed to ensure timely notification and escalation to executive leadership and the board of directors. We are committed to reporting cyber incidents to our customers and in accordance with regulatory or legal requirements. In addition, our business units regularly participate in penetration tests and cyber response exercises to gain experience with the challenging decisions required to optimize outcomes in the event of a real incident.
See more information on p.56 of our Corporate Sustainability Report.