Honeywell 2002 Annual Report Download - page 27

Business Conduct will be published on our website within five business days of
such amendment or waiver.
The members of the Audit Committee of our Board of Directors are: Russell E.
Palmer (Chair), Hans W. Becherer, Marshall N. Carter, Ann M. Fudge, James J.
Howard, John R. Stafford, and Michael W. Wright. The Board has determined that
each of the members of the Audit Committee satisfies the financial literacy
requirements of the New York Stock Exchange and that Mr. Palmer satisfies the
'audit committee financial expert' criteria established by the Securities and
Exchange Commission and the 'financial expert' criteria proposed by the New York
Stock Exchange. Mr Palmer is 'independent' as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation is contained in the Proxy
Statement referred to above in 'Item 10. Directors and Executive Officers of the
Registrant,' and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information relating to security ownership of certain beneficial owners and
management and equity compensation plans is contained in the Proxy Statement
referred to above in 'Item 10. Directors and Executive Officers of the
Registrant,' and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to certain relationships and related transactions is
contained in the Proxy Statement referred to above in 'Item 10. Directors and
Executive Officers of the Registrant,' and such information is incorporated
herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the filing of this report, Honeywell management,
including the Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the effectiveness of our disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that such disclosure
controls and procedures are effective in alerting them on a timely basis to
material information relating to Honeywell required to be included in
Honeywell's periodic filings under the Exchange Act. There have been no
significant changes in internal controls or in factors that could significantly
affect internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses, subsequent to the date the
Chief Executive Officer and Chief Financial Officer completed their evaluation.
ITEM 15. [RESERVED]
ITEM 16. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information relating to fees paid to and services performed by
PricewaterhouseCoopers LLP in 2002 and 2001 and our Audit Committee's
pre-approval policies and procedures with respect to non-audit services are
contained in the Proxy Statement referred to above in 'Item 10. Directors and
Executive Officers of the Registrant,' and such information is incorporated
herein by reference.
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