Charter of Board of Directors

This charter is intended as a tool to assist directors in fulfilling their responsibilities as Board members. It is qualified in its entirety by reference to the company's Articles and Bylaws, and the body of law governing such issues. It is not an attempt to limit, enlarge or change in any way the responsibilities of the directors as determined by such Articles, Bylaws and body of law.

The business affairs of the company shall be managed under the direction of the Board of Directors. The Board of Directors may, by resolution, delegate its authority to company management or to Committees of the Board. Committees of the Board (except in the case of a Committee of independent persons) and company management shall be subject at all times to the direction and control of the Board.

In fulfilling its responsibilities, the Board shall, among others:

1. See that an effective Board of Directors is in place and that the Board possesses within its membership the appropriate skills to enable it to fulfill its responsibilities.
   
   
2. Establish or approve the Corporate Mission, Goals and Objectives, and the Operating Philosophy for the company.
   
3. Elect the Chief Executive Officer and replace, if necessary. Elect all other executive officers on the recommendation of Chief Executive Officer. Ensure that successors are identified or that a plan is in place to identify successors for the Chief Executive Officer and for the top management positions.
   
   
4. Annually approve the Strategic Plan.
   
   
5. Approve the Annual Operating Plan.
   
   
6. Approve the Human Resources Plan.
   
7. See that policies are in place for:
   
   
   • Quality and reliability in Medtronic products
   • Company compliance with applicable laws and regulations
     
     
8. Approve significant decisions involving:
   
   
   • Acquisitions and divestitures
   • Capital investments, including leases
   • Minority investments and joint ventures
   • Patent and licensing agreements
     
     
9. Through its Committee system provide oversight regarding certain activities of the company. The committees are:
   
   
   • Audit
   • Compensation
   • Corporate Governance
   • Technology & Quality
     
     
10. Provide advice and counsel to the CEO and the executive management team.
    
    
11. Review results of operations.