Medtronic plc Board of Directors Finance Committee Charter
The purpose of the Finance Committee (the "Committee") is to represent and assist the Board of Directors (the "Board") in its oversight of the Company's financial policies, strategies and capital structure.
The Finance Committee shall consist of at least three members of 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 and any other legal requirements as shall from time to time be in effect. 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. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
Duties and Responsibilities
On behalf of the Board, the Finance Committee shall, among its functions, have the following duties and responsibilities:
- Capital Expenditures: Review and approve management’s recommendations to the Board for significant capital expenditures, including for real estate, facilities and information technology;
- Strategic Transactions: Review, approve and monitor significant mergers, acquisitions, divestitures, joint ventures, minority investments, and other debt and equity investments;
- Capitalization: Review and oversee management’s plans and objectives for the capitalization of the Company, including target credit rating and the structure and amount of debt and equity to meet the Company’s financing needs;
- Debt and Equity Offerings: Review and approve management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, credit agreements (including material changes thereto), and the Company’s investment policies;
- Dividends: Review and approve management’s recommendations to the Board regarding dividends;
- Share Repurchase Authorizations: Review and approve management’s recommendations to the Board regarding authorizations for repurchases of the Company’s shares;
- Investment Policy: Review and approve management’s recommendations for the Corporate Cash Investment Policy;
- Employee Benefit Plans: Review management’s decisions regarding certain financial aspects of the Company’s employee benefit plans, including cost and benefits of maintaining or changing certain plan features and the financial impact on the Company and plan participants of the performance of plan investments and plan contribution types and levels, but not to include selecting or changing plan investments, selecting or replacing QPC members, or any other duty that might be considered “fiduciary” in nature within the meaning of ERISA;
- Tax Strategies: Review and oversee the Company’s tax strategies;
- Financial Risk Management: In connection with the functions overseen by this Committee, review with management the Company’s strategies for management of significant financial risks and contingent liabilities including the use of hedges, derivative instruments, insurance coverage (and related costs) and other similar risk management techniques;
- Business Plans: Review the annual business plans from the perspective of cash flow, capital spending and financing requirements;
- Delegated Authority: Review and recommend to the Board for approval authorization limits for the Committee and the Chief Executive Officer to approve expenditures;
- Finance Committee Charter: Review the Committee’s Charter on an annual basis and recommend any changes to the Board for approval;
- Self-Evaluation: Review the Committee’s own annual performance evaluation results; and
- Other Duties: Carry out such other activities within the scope of its primary purpose or as the Board may from time to time delegate to it.
The Committee shall meet at least three times per year, either in person or telephonically, and at such times and places as the Committee shall determine. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee shall report regularly on its activities to the Board.
Resources and Authority
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including retaining outside counsel or 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 or advisor, including sole authority to approve its fees and other retention terms.