2015 Corporate Responsibility Report

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Governance

Board Composition and Tenure

As of December 31, 2015, the Board comprised 12 directors, 11 of whom are independent. The Board represents a diverse group of accomplished directors who bring a wide range of experience. The average tenure on our Board is 6.7 years. Two of the directors are women, and two are people of color. We believe our directors possess the professional reputation, education, professional background and skills most beneficial to the Board and to our shareholders.

Each year, the Board and each of its committees conduct an assessment of performance and discuss the results and opportunities for improvement in executive session. In addition, the directors conduct an annual assessment of each individual director’s performance. The Lead Independent Director discusses the results of this assessment with each director individually.

Directors receive part of their compensation in the form of deferred stock units, which may be paid out at a future date in the form of Northrop Grumman stock. In addition, all directors are required to own Northrop Grumman stock equal to five times the annual cash compensation they receive for their services as director.

Our directors are required to have a significant financial interest in Northrop Grumman to help ensure their interests align with those of the company’s shareholders.