(As amended through December 10, 2015)
The purpose of the Audit Committee (the "Committee") is to represent and assist the Board of Directors (the "Board") of Medtronic plc (the "Company") in its oversight of (1) the integrity of the financial reporting of the Company, (2) the independence, qualifications and performance of the Company's external independent auditor and the performance of the internal auditors and (3) the Company's compliance with legal and regulatory requirements. The Committee also prepares the disclosure required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.
The Committee shall consist of at least three members of the Board. All Committee members shall satisfy the independence requirements for directors and audit committee members under the Companies Act 2014 (and every statutory modification, replacement and re-enactment thereof for the time being in force) (the "Companies Act"), the rules of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as such requirements are interpreted by the Board in its business judgment. The Board shall appoint the members of the Committee, and the Board shall designate one member as Chairman or delegate authority to designate a Chairman to the Committee. Each member of the Committee shall be financially literate and at least one member of the Committee shall be an "audit committee financial expert" as defined by the Securities and Exchange Commission and determined by the Board.
The Committee shall have the authority to retain such outside legal, accounting or other consultants or advisors as it determines appropriate to assist it in the performance of its functions, or to advise or inform the Committee. The Committee may also meet with investment bankers and financial analysts. The Committee will have full access to all books, records and facilities of the Company and may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee (provided that directors will use their judgment to ensure that any contact with employees is not disruptive to the business operations of the Company and will, to the extent not inappropriate, inform the Chief Executive Officer of any significant communication between a director and an officer or employee of the Company). The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor and to any advisors retained by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
On behalf of the Board, the Committee shall, among its duties and responsibilities:
The Committee shall meet at least four times per year, either in person or telephonically, and at such times and places as the Committee shall determine. The Committee shall meet with the chief financial officer, the controller, the vice president of the internal audit department and the independent auditor in separate executive sessions periodically.