Boeing 2008 Annual Report Download - page 129

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information required by Item 401 of Regulation S-K will be included under the caption “Election
of Directors” in the 2009 Proxy Statement, and that information is incorporated by reference herein.
The information required by Item 405 of Regulation S-K will be included under the caption “Section
16(a) Beneficial Ownership Reporting Compliance” in the 2009 Proxy Statement, and that information
is incorporated by reference herein.
Codes of Ethics. We have adopted: (1) The Boeing Company Code of Ethical Business Conduct for
the Board of Directors; (2) The Boeing Company Code of Conduct for Finance Employees which is
applicable to our Chief Financial Officer (CFO), Controller and all finance employees; and (3) The
Boeing Code of Conduct that applies to all employees, including our Chief Executive Officer (CEO),
(collectively, the Codes of Conduct). The Codes of Conduct are posted on our website,
www.boeing.com. We intend to disclose on our website any amendments to, or waivers of, the Codes
of Conduct covering our CEO, CFO and/or Controller promptly following the date of such amendments
or waivers. A copy of the Codes of Conduct may be obtained upon request, without charge, by
contacting our Office of Internal Governance at 888-970-7171 or by writing to us at The Boeing
Company, 100 N. Riverside, Chicago, IL, 60606, Attn: Senior Vice President, Office of Internal
Governance. The information contained or connected to our website is not incorporated by reference
into this annual report on Form 10-K and should not be considered part of this or any report filed with
the SEC.
No family relationships exist among any of the executive officers, directors or director nominees.
A listing of and certain information about our executive officers as of February 1, 2009 is included in
Part I under the caption “Executive Officers of the Registrant”, and that information is incorporated by
reference herein.
On October 27, 2008, our Board approved amendments to our By-laws that clarified that the advance
notice provisions set forth in Section 11.1 of the By-Laws are the exclusive means for a stockholder to
make a director nomination or submit other business (other than matters properly brought under Rule
14a-8 promulgated under the Securities Exchange Act of 1934, as amended, which contain their own
procedural requirements) before an annual meeting of stockholders and to update the information that
must be included in the stockholder notice of nomination or other business. As a result of these and
other minor changes, shareholders may now (1) suggest candidates to our Board for consideration by
the Governance, Organization and Nominating Committee and (2) submit nominees for election as
director.
Suggestion of Candidates to the Board for Consideration by the Governance, Organization and
Nominating Committee
Shareholders wishing to suggest qualified candidates for consideration by the Governance,
Organization and Nominating Committee may do so by writing at any time to the Office of Corporate
Secretary, The Boeing Company, 100 North Riverside Plaza, MC 5003-1001, Chicago, Illinois 60606-
1596. The correspondence must state the name, age and qualifications of the person proposed for
consideration by such Committee. The Committee evaluates the qualifications of such suggested
candidates on the same basis as those of other director candidates.
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