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Medtronic knows how committed you are to helping patients manage their health. We share your commitment with a passion for providing lifelong solutions that can assist you in managing patients' chronic medical conditions. Our products range from diagnostic equipment to therapies that manage long-term conditions where other medical therapies have failed.
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(As amended through March 10, 2017)
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 purposes are to carry out and perform the responsibilities and duties delegated by the Board relating to the Company's director nomination process, development and oversight of the Company's corporate governance policies, and any corporate governance-related matters required by the U.S. securities laws, NYSE listing standards, and Irish law, as set forth in this Charter.
The Committee will consist of three or more directors, 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 in connection with a change in Committee composition, or until they are no longer on the Board. The Lead Independent Director, as elected by the Board, will be the Chair of the Committee. The Chair of the Board and the Chief Executive Officer of the Company are permitted to attend all Committee meetings.
The Committee has the following responsibilities and duties:
The Committee will 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 director, 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 will 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. Any actions taken by a subcommittee will be reported to the full Committee at its next meeting.
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 will have the 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 will 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.