Corporate Governance

Medtronic is proactive in establishing policies and practices that support strong corporate governance and transparency in financial reporting. These policies and practices are continually reviewed and enhanced as appropriate.

Medtronic operates under the direction of an 11-member Board of Directors, comprised of 10 independent directors and Medtronic Chairman and CEO William A. Hawkins. Historically, Medtronic’s CEO serves as Chairman of the Board to facilitate a unified vision for the company, but we also appoint an independent lead director who heads our Corporate Governance Committee.

The independent directors meet in executive session, without management present, at six regularly scheduled Board meetings each year. The Chair of the Corporate Governance Committee presides at these sessions. The standing committees of the Board include: Audit, Compensation, Corporate Governance (with a Nominating sub-committee), and Quality and Technology.

Members of the Board’s standing committees also meet in executive session, without management present, at each committee meeting. Appropriate officers of the company may be invited by the Chairman of the Board to attend the general session of all Board meetings.

Our independent directors may be contacted via email at: independentdirectors@medtronic.com.

Additional information can be found in our Proxy