EDO Corporation Corporate Governance Guidelines

Overview: The corporate governance guidelines of EDO Corporation include the role and composition of the Board of Directors. Except for those matters reserved for decision by the Company’s shareholders, the Board of Directors is the ultimate decision-making body of the Company. A majority of the Board members must be Independent Directors. "Independent Director" means a Director who is affirmatively determined by the Board of Directors to have no material relationship with the Company in accordance with the proposed New York Stock Exchange Corporate Governance Rule Proposals dated August 1, 2002, as amended; the Board shall make such determination at least annually. The Company’s orientation process for new Board members includes written materials on the company and its policies, meetings with key management and visits to the Company’s major facilities. The Chairman of the Board and Chief Executive Officer sets the agenda for Board meetings. The Chief Executive Officer is responsible for establishing effective communications with the Company’s shareholders and other constituent groups such as customers, communities, suppliers, creditors, governments, bankers, rating agencies and analysts. It is the policy of the Board that management speaks for the Company. Shareholders and other interested parties who wish to make concerns known to the non-management Directors should communicate their concerns in writing addressed to the Chairman of the Nominating and Governance Committee or the Chairman of the Audit Committee at the Company’s corporate headquarters.

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Format: HTML | Date: Jan 2003 | Pages: 1