Corporate Governance Overview

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Tenneco has established a comprehensive corporate governance plan for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. As part of its annual review process, Tenneco's Board of Directors monitors developments in the area of corporate governance. Listed below are some of the key elements of the Tenneco's corporate governance plan.

Independence of Directors

Ten of Tenneco's 11 directors are independent under the NYSE listing standards.
Independent directors are scheduled to meet separately in executive session after every regularly scheduled Board of Directors meeting.

Audit Committee

All members meet the independence standards for audit committee membership under the NYSE listing standards and applicable SEC rules.
The Board of Directors has designated Messrs. Thomas Freyman and Roy Armes as "audit committee financial experts," as defined in the SEC rules, and the remaining members of the Audit Committee satisfy the NYSE's financial literacy requirements.
The Audit Committee operates under a written charter that governs its duties and responsibilities, including its sole authority to appoint, review, evaluate and replace Tenneco's independent auditors.
The Audit Committee has adopted policies and procedures governing the pre-approval of all audit, audit-related, tax and other services provided by Tenneco's independent auditors.

Compensation Committee

All members meet the independence standards for compensation committee membership under the NYSE listing standards.
The Compensation Committee operates under a written charter that governs its duties and responsibilities, including the responsibility for executive compensation.

Nominating and Governance Committee

The Nominating and Governance Committee operates under a written charter that governs its duties and responsibilities, including the responsibility for corporate governance.

Corporate Governance Principles

Tenneco has adopted Corporate Governance Principles, including qualification and independence standards for directors.

Stock Ownership Guidelines

Tenneco has adopted Stock Ownership Guidelines to align the interests of its executives with the interests of stockholders and promote Tenneco's commitment to sound corporate governance.
The Stock Ownership Guidelines apply to the non-management directors, the Chief Executive Officer, all Executive Vice Presidents, all Senior Vice Presidents and Vice Presidents (in the executive compensation band.)

Communication with Directors

The Audit Committee has established a process for confidential and anonymous submissions by employees, as well as submissions by other interested parties, regarding questionable accounting or auditing matters.
Additionally, the Board of Directors has established a process for stockholders to communicate with the Board of Directors, as a whole, or any independent director.

Codes of Conduct and Ethics

Tenneco has adopted a Code of Ethical Conduct for Financial Managers that applies to Tenneco's Chief Executive Officer, Chief Financial Officer, Controller and other key financial managers.
Tenneco also operates under an omnibus Code of Conduct that applies to all directors, officers and employees and includes provisions ranging from restrictions on gifts to conflicts of interests. All salaried employees are required to affirm in writing their acceptance of these principles.

Related Party Policy

Tenneco has adopted a policy and procedures for transactions with related persons, including directors, executive officers and holders of 5% or more of Tenneco's common stock. Generally, subject to the exceptions described in the policy, before Tenneco enters into an interested transaction (as defined in the policy) with a related person, Tenneco's Audit Committee must approve the transaction.

Personal Loans to Executive Officers and Directors

Tenneco complies with and will operate in a manner consistent with legislation outlawing extensions of credit in the form of a personal loan to or for its directors or executive officers.