(As amended through December 10, 2015)
Medtronic plc (the "Company") is a publicly-held company and operates in a complex, dynamic, highly competitive, and regulated environment. The business and affairs of the Company are governed by (or under the direction of) a Board of Directors ("Board"), so that the recommendation and selection of qualified individuals to be Board members is crucial to the successful operation of the Company. The Nominating and Corporate Governance Committee's (the "Committee") primary purpose is to carry out and perform the responsibilities and duties set forth in this Charter.
The Committee shall be comprised of three or more directors as determined by 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 ("NYSE") and the Securities and Exchange Commission (the "SEC"). 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. The Chair of the Committee shall be the Lead Director of the Board.
The Committee has the following responsibilities and duties:
The Committee shall meet as often as it deems appropriate to perform its duties and responsibilities under this charter, either in person or telephonically, and at a place and time determined by the Committee. 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 on its activities to the Board regularly.
The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law. The duty to oversee an annual evaluation of the performance of management, included in the NYSE Listed Company Manual as a duty of the Committee, has been delegated to the Compensation Committee.
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including retaining outside counsel, outside search firms and 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, search firm or advisor, including sole authority to approve its fees and other retention terms.