Policy Regarding Director Nominees
The Corporate Governance Committee (the 'Committee') considers candidates for Board membership, including those suggested by shareholders, applying the same criteria to all candidates.
Any shareholder who wishes to recommend a prospective nominee for the Board for consideration by the Committee shall notify the Company's Corporate Secretary in writing at the offices of the Company, 710 Medtronic Parkway, Minneapolis, MN 55432. Any such recommendations should provide whatever supporting material the shareholder considers appropriate, but should at a minimum include such background and biographical material as will enable the Committee to make an initial determination as to whether the nominee satisfies the criteria for directors set out in the Company's Principles of Corporate Governance.
If the Committee identifies a need to replace a current member of the Board, to fill a vacancy in the Board, or to expand the size of the Board, the Committee considers candidates from a variety of sources. The process followed by the Committee to identify and evaluate candidates includes (a) meetings to evaluate biographical information and background material relating to candidates, and (b) interviews of selected candidates by members of the Committee. Recommendations by the Committee of candidates for inclusion in the Board slate of director nominees are based upon the criteria set forth in the Company's Principles of Corporate Governance as well as any other relevant factors that the Committee may from time to time deem appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise, and the evaluation of all prospective nominees.
After completing interviews and the evaluation process, the Committee makes a recommendation to the full Board as to persons who should be nominated by the Board. The Board determines the nominees after considering the recommendations and report of the Committee and making such other evaluation as it deems appropriate.
Alternatively, shareholders intending to appear at the annual shareholders' meeting to nominate a candidate for election by the shareholders at the meeting (in cases where the Board does not intend to nominate the candidate or where the Committee was not requested to consider his or her candidacy), must comply with the procedures in the Company's Articles of Incorporation.