Corporate Governance:

Medtronic has a long record of being 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. We are fortunate to have a capable, highly engaged and fiercely independent Board of Directors who take corporate governance very seriously. As a result, we were able to anticipate and incorporate many of the leading edge practices well before they were mandated by recent corporate reform measures.

A few facts about Medtronic's Board of Directors:

Routinely at each meeting of the Board of Directors, including committee meetings, the Board meets privately in executive session, without any other members of management present.

The Board has direct access to independent experts — lawyers, accountants and compensation experts — to turn to for counsel regarding specific Medtronic policies and activities.

The Audit Committee of the Board meets privately with the head of our internal audit group, and then privately with our independent auditors at the end of each Audit Committee meeting. Our Audit Committee pre-approves all audit and permitted non-audit services, and reviews quarterly and year-end financial statements and associated press releases with our financial management and outside, independent auditors in advance of their release.

The head of our Corporate Governance Committee serves as our lead director, and has private access to any member of management. He also acts as a clearinghouse for Board meeting agenda topics or any requests from individual Board members.

While Medtronic has excellent corporate governance systems and financial controls already in place, there is no substitute for strong Board members and effective corporate management who understand their duties to safeguard the Company and the interests of shareholders. Medtronic's management and Directors are determined to live our Mission Statement with passion and integrity, and we will do our best to deliver results that all stakeholders in this great company can take pride in.