Download ENGILITY HOLDINGS, INC. SPECIAL ACTIVITIES COMMITTEE OF

ENGILITY HOLDINGS, INC.
SPECIAL ACTIVITIES COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
As adopted May 21, 2015
I.
PURPOSE
The Special Activities Committee (the “Committee”) shall provide assistance to the
Board of Directors (the “Board”) of Engility Holdings, Inc. (the “Company”) in fulfilling its
oversight responsibility of the Company’s business activities that for purposes of national
security have been designated as classified by the United States government.
II.
STRUCTURE AND OPERATIONS
Composition and Qualifications
The Committee shall be comprised of the members of the Board that hold the requisite
security clearances to carry out their responsibilities as set forth herein.
Appointment and Removal
The members of the Committee shall be appointed by the Board and shall serve until
such member’s successor is duly elected and qualified or until such member’s earlier resignation
or removal. The members of the Committee may be removed, with or without cause, by a
majority vote of the Board.
Chairperson
The members of the Nominating/Corporate Governance Committee shall designate a
Chairperson of the Committee (the “Chairperson”) by the majority vote of the full
Nominating/Corporate Governance Committee membership, which selection shall then be
ratified and approved by the majority vote of the full Board. The Chairperson will chair all
regular sessions of the Committee and is responsible to set the agendas for Committee meetings.
In the absence of the Chairperson, the Committee shall select another member to preside.
Delegation to Subcommittees
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of
its responsibilities to a subcommittee of the Committee.
III.
MEETINGS
The Committee shall meet as often as it deems necessary in order to perform its
responsibilities. The chairperson(s) of the Board or any member of the Committee may call a
meeting at any time should additional meetings be required.
Additionally, the Committee may invite to its meetings any director, any member of the
Company’s management and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons it deems
appropriate in order to carry out its responsibilities.
A majority of the Committee shall constitute a quorum for the transaction of business.
The Committee shall act only on the affirmative vote of at least a simple majority of its
members.
Minutes shall be maintained in accordance with the classified nature of the material.
IV.
RESPONSIBILITIES AND DUTIES
The following functions shall be the common recurring activities of the Committee in
carrying out its responsibilities. The Committee shall also carry out any other responsibilities and
duties delegated to it by the Board.
The Committee is primarily responsible for providing proper governance related to the
Company’s work in classified Intelligence, Space, and Special Access Department of Defense
programs within the context of the Board’s overarching governance responsibilities.
The Committee will assist the Board in assessing the Company’s strategic, operational
and financial performance within the Intelligence community markets. Specifically, the
Committee shall periodically review and make any necessary recommendations to the Board and
management concerning the following:
a. Policies, processes, procedures, training and risk assessment and management
activities applicable to the Company’s classified business activities, to the extent they
deviate from those applicable to the Company’s non-classified business activities.
b. Reports from management on particular classified projects involving significant
performance, reputational or legal risks.
c. Other classified business issues that the Board or management requests the
Committee to review as well as other matters that the Committee may identify and
propose to the Board, which may include retaining experts to advise on such matters
and the authority to approve the fees payable to such experts and any other terms of
retention.
Based on Committee members’ experience, understanding, and continuing relationships
within the Intelligence community, members will advise the Board, executive management and
program leadership on emerging trends, requirements, policies, new business opportunities,
competitive positioning of the company and budgetary conditions that may impact the
Company’s performance and strategy within designated markets.
The Committee shall report regularly to the Board (i) following any meetings of the
Committee, (ii) with respect to such other matters as are relevant to the Committee’s discharge of
its responsibilities and (iii) with respect to such recommendations as the Committee may deem
appropriate. The report to the Board may take the form of an oral report by the Chairperson or
any other member of the Committee designated by the Committee to make such report.
Additionally, the Committee shall participate, on an annual basis, in a self-assessment of the
Committee effectiveness in fulfilling its responsibilities, and will report the results of that
assessment to the Board.
V.
LIMITATIONS INHERENT IN COMMITTEE’S ROLE
Although the Committee has the duties and responsibilities set forth in this Charter, the
Committee’s role is one of oversight, while the Company’s management is responsible for
developing the Company’s strategy and managing the operational and financial performance of
the Company’s classified business activities. In addition, the Committee is not responsible for
preparing or ensuring the accuracy of the Company’s financial statements or planning or
conducting an audit of the Company’s classified business activities, which are the sole
responsibility of management and the Company’s independent registered public accounting firm,
respectively. The Committee through its oversight role is responsible for ensuring that the
Company maintains appropriate policies and guidelines to comply with all laws applicable to the
Company’s classified business. The Committee is also responsible for ensuring that the
Company has appropriate training procedures and practices to familiarize employees working on
classified projects with these requirements. However, it is the direct responsibility of
management to ensure compliance at the operational level. It is recognized that certain programs
may have government-imposed special or compartmentalized access requirements that limit the
ability of Committee members to obtain access to information pertaining to such programs.
14123241.4