Medtronic, Inc. Board of Directors Nominating and Corporate Governance Committee Charter
Purpose
Medtronic, Inc. (the "Company") is a publicly-held company and operates in a complex, dynamic, highly competitive, and regulated environment. The business and affairs of the Company are governed by (or under the direction of) a Board of Directors ("Board"), so that the recommendation and selection of qualified individuals to be Board members is crucial to the successful operation of the Company. The Nominating and Corporate Governance Committee's (the "Committee") primary purpose is to carry out and perform the responsibilities and duties set forth in this Charter.
Members
The Committee shall be comprised of three or more directors as determined by the Board, each of whom the Board has determined meets the independence requirements of the Company's Standards for Director Independence, the New York Stock Exchange ("NYSE") and the Securities and Exchange Commission (the "SEC"). The members of the Committee are appointed by the Board and serve until their successors are duly appointed or until their retirement, resignation, death or removal by the Board. The Chair of the Committee shall be the Lead Director of the Board.
Duties and Responsibilities
The Committee has the following responsibilities and duties:
- Identification, Evaluation and Recommendation of Board Candidates
- Identify, evaluate and recommend to the Board individuals for (i) the Board to nominate for election as directors at either an annual or special meeting of shareholders, and (ii) election to the Board to fill vacancies existing on the Board.
- Formulate and administer policies and procedures for identifying, evaluating and recommending director candidates, including consideration of nominees recommended by shareholders, to stand for election at an annual or special meeting of shareholders or to fill a vacancy existing on the Board.
- Review and make recommendations to the Board whether members of the Board should stand for re-election. Consider matters relating to the retirement of members of the Board, including term limits or age limits.
- Administer the process outlined in the Company's Bylaws concerning shareholder nominations for director candidates.
- Consider any resignation offered by a director who (i) receives a greater number of votes "against" his or her election than votes "for" such election, or (ii) changes the primary career responsibility he or she held when elected to the Board, and recommend to the Board whether to accept such resignation.
- Board Structure and Organization
- Develop an annual evaluation process for the Board, its committees and individual directors and ensure the execution of such annual evaluation.
- Recommend to the Board directors to serve as members of each committee and, in consultation with the Chairman of the Board, as committee chairs.
- Review periodically, but at least annually, the size and skills of the Board and each standing committee and recommend to the Board such changes that the Committee believes desirable.
- Corporate Governance
- Monitor emerging corporate governance trends and oversee and evaluate the Company's corporate governance policies and programs and recommend to the Board such changes as the Committee believes desirable.
- Develop and recommend to the Board a set of corporate governance principles applicable to the Company and review these principles at least annually.
- Review shareholder proposals and recommend to the Board proposed Company responses to such proposals for inclusion in the Company's proxy statement.
- Review periodically as it deems appropriate, but at least annually, the Company's Standards for Director Independence, recommend to the Board any modifications to these standards that the Committee deems desirable, and provide to the Board the Committee's assessment of which directors should be deemed independent directors under the then-current standards and under any recommended modifications to the standards.
- Review periodically as it deems appropriate, but at least annually, the requirements of a "financial expert" under applicable rules of the SEC and NYSE, assess which directors should be deemed financial experts and recommend to the Board the determination that such directors are "financial experts."
- Oversee and review on a periodic basis the continuing education program for directors and the orientation program for new directors.
- Conduct an annual performance evaluation of the Committee in such manner as the Committee deems appropriate.
- Review this charter annually and recommend to the Board any revisions to this charter deemed necessary or desirable.
- Other Responsibilities
- Determine director compensation and benefits.
- Report regularly to the Board on Committee actions and any significant issues considered by the Committee.
- Perform such other functions as assigned by law, the Company's Articles of Incorporation or Bylaws, or the Board.
Meetings
The Committee shall meet at least four times annually at a place and time determined by the Chair, or more frequently as necessary. To the extent practicable, each Committee member shall attend each regularly scheduled Committee meeting in person.
Delegation
The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law. The duty to oversee an annual evaluation of the performance of management, included in the NYSE Listed Company Manual as a duty of the Committee, has been delegated to the Compensation and Human Resources Committee.
Resources and Authority
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including retaining outside counsel, outside search firm and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to retain and terminate any such counsel, search firm or advisor, including sole authority to approve its fees and other retention terms.