Medtronic PLC Board of Directors Audit Committee Charter

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, (3) the Company’s financial policies, strategies, and capital structure and (4) 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 will consist of three or more directors, each of whom will 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 members of the Committee and Committee Chair 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. Each member of the Committee must be financially literate and at least one member of the Committee must be an “audit committee financial expert” as defined by the Securities and Exchange Commission and determined by the Board.

Unless otherwise determined by the Board (in which case disclosure of such determination will be made in accordance with applicable New York Stock Exchange rules), no member of the Committee may serve on the audit committee of more than two other public companies.

The Committee has the authority in its sole discretion to retain, and terminate the retention of, 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 will 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 has, among its duties and responsibilities the following:

1. Review the annual audited financial statements with management and the independent auditor, including the Company’s disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations, significant issues and judgments regarding accounting and auditing principles and practices, and the effect of regulatory and accounting initiatives on the Company’s financial statements, and recommend to the Board whether the financial statements should be included in the Form 10-K. The review of the annual audited financial statements also includes a review of any transactions as to which management obtained a letter pursuant to Public Company Accounting Oversight Board (PCAOB) Auditing Standard 6105.
2. Discuss with management, which has principal responsibility for the Company’s financial statements and disclosures, the Company’s earnings press releases and corporate policies with respect to the type and presentation of information to be included in earnings releases (paying particular attention to any use of “pro forma” or “adjusted” non-GAAP financial information), and the Company’s financial information and earnings guidance provided to analysts and rating agencies.
3. Review, upon completion of the audit, the Irish directors’ report and financial statements proposed to be filed with the Companies Registration Office (in Dublin) with the Company’s annual return. 
4. Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to filing the Form 10-Q, including the results of the independent auditor’s review of them and the Company’s disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations. 
5. Review major issues and changes to the Company’s auditing and accounting principles and practices and financial statement presentations as suggested by the independent auditor, internal auditors or management, and analyses setting forth significant financial reporting issues and judgments, including analyses of the effects of non-GAAP financial measures on the financial statements, and the effect of regulatory and accounting initiatives, as well as off- balance sheet structures, on the financial statements of the Company. 
6. Discuss the Company’s guidelines, policies and processes with respect to the Company’s financial controls and procedures, including discussions of major enterprise-level risk exposures that may affect the Company’s financial statements, operations, business continuity, reputation, and the reliability and  security  (including  cybersecurity  and  strategic and  ethical  use of artificial intelligence) of the information technology, security systems and product security/technology owned by the Company or used in its business operations. Discuss the steps management has undertaken to monitor and control such exposures. Receive ongoing assessments of the Company’s risk management processes.
7. Review and oversee the Company’s tax strategies;
8. Be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention and oversight of the work  of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting, subject to the provisions of the Companies Act relating to the fixing of the compensation of the independent auditor. In this regard, the Committee will appoint (and seek shareholder ratification of such appointment) and retain, compensate, evaluate, and terminate when appropriate, the independent auditor, which will report directly to the Committee. 
9. Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor and establish policies and procedures for the engagement of the independent auditor to provide auditing and permitted non-audit services.
10. Obtain and review, at least annually, a report by the independent auditor describing the independent auditor’s internal quality-control procedures, and any material issues raised by the most recent internal quality-control review, or peer review, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with any such issues, and all relationships between the independent auditor and the Company.
11. Review at least annually the qualifications, performance and independence of the independent auditor, and receive from and discuss with the independent auditor the auditor’s report regarding its independence. Discuss with the independent auditor the matters required to be discussed under the applicable PCAOB Auditing Standards. Review the experience and qualifications of the lead partner each year and determine that all partner rotation requirements are executed, and consider whether there should be rotation of the independent auditor itself. The Committee may remove the independent auditor if circumstances warrant, based upon its review of the performance and independence of the independent auditor.
12. Prepare the Report of the Committee as required by the rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s annual proxy statement. This report must (i) describe the review of the audited financial statements and that the Committee has discussed with the independent auditor the matters required to be discussed by the applicable PCAOB Auditing Standards; (ii) state that the Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB and has discussed with the independent auditor the independent auditor’s independence; and (iii) state that as a result of the review and discussions described in the report, the Committee has recommended that the financial statements be included in the Company’s Form 10-K.
13. Meet with the independent auditor prior to the audit to review the scope and planning of the audit. 
14. Review with the independent auditor the results of the annual audit examination, and any issues the auditor may have encountered in the course of its audit work and management’s response. This review should include, among other things, any management letter, any restrictions on the scope of activities or access to requested information, any significant disagreements with management, and a discussion of the responsibilities, budget and staffing of the Company’s internal audit function. 
15. Receive reports from the independent auditor and management regarding, and review the adequacy and effectiveness of, the Company’s internal controls, including information technology and the use of security systems and artificial intelligence relating to internal controls, as well as any significant deficiencies and material weaknesses in internal controls and material changes in such controls reported to the Committee by the independent auditor, the internal auditor or management, and any special audit steps adopted in light of any significant deficiencies or material weaknesses. Receive reports from management regarding, and review the adequacy and effectiveness of, the Company’s disclosure controls and procedures, including those required by Rule 13a-14 under the Exchange Act.
16. Review and discuss with the Company’s independent auditors the auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related parties. 
17. Receive reports from management regarding, and review compliance processes relating to, the Company’s Code of Conduct, Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics for the Board of Directors. 
18. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Consider and approve, as deemed appropriate, any request for waiver under the Company’s Code of Conduct, Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics for the Board of Directors. 
19. Review with the Company’s General Counsel and independent auditor (1) legal matters that may have a material impact on the financial statements, (2) any fraud involving management or other employees who have a significant role in the Company’s internal controls, (3) compliance policies, and (4) any material reports or inquiries received from regulators, governmental agencies or employees that raise material issues regarding the Company’s financial statements and accounting or compliance policies.
20. Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations. 
21. Receive reports from the Chief Ethics and Compliance Officer or his or her designee approximately four times a year regarding the performance of the Company’s global compliance program, including the results of significant compliance audits and investigations conducted within the global compliance program and corrective or preventive actions taken as a result of significant compliance audits and investigations.
22. Meet in executive session with the Chief Ethics and Compliance Officer, or his or her designee, at his, her, or the Committee’s request, to discuss any aspect of the performance of the Company’s global compliance program, including the results of significant compliance audits and investigations conducted within the global compliance program and corrective or preventive actions taken as a result of significant compliance audits and investigations.
23. Provide prior approval for all decisions relating to the appointment, material discipline, or termination of the Chief Ethics and Compliance Officer, as well as consultation and prior approval of compensation or benefit decisions impacting the Chief Ethics and Compliance Officer.
24. Review candidates for the positions of Chief Financial Officer, Corporate Controller, and Treasurer of the Company. Provide oversight with respect to (i) the appointment and replacement of the Vice President, Corporate Audit, including approval of the roles and responsibilities for the Vice President, Corporate Audit and identification of the necessary qualifications, experience, and competencies to carry out those roles and responsibilities, and (ii) the performance assessment of the Vice President, Corporate Audit. 
25. Review with the independent auditor and the Vice President, Corporate Audit, the internal audit strategy (including the vision, strategic objectives and supporting initiatives), and the internal audit charter, planned scope and results of the internal audit plan, including budget, responsibilities and staffing.
26. Receive communications from the Vice President, Corporate Audit, or his or her designee, approximately four times a year, or at his, her or the Committee’s request, discuss any aspect of the Company’s internal audit function, including the performance of the Company’s internal audit function, the results of significant internal audits and internal audit investigations, and any other matters. 
27. Establish clear policies for hiring employees and former employees of the independent auditor.
28. Report its activities to the Board regularly, specially addressing any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor, or the performance of the internal audit function. 
29. Provide financial and compliance oversight of recommendations made by the Growth and Operations Committees for portfolio management, research and development investments, merger and acquisition strategy and other significant capital allocation decisions, including the impact of the foregoing on the capital structure of the Company and resulting offerings of debt and equity securities, stock splits, and credit agreements (including material changes thereto); 
30. Review and approve management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, and credit agreements (including material changes thereto) resulting from recommendations outside of those referenced in Paragraph 29 above; 
31. Review and approve management’s recommendations to the Board regarding the quarterly declaration of dividends; 
32. Review and approve management’s recommendations to the Board for the corporate cash investment policy 
33. Review and oversee financial aspects of the Company’s global retirement plans, including the assets and liabilities of the plans. The Committee is not a “fiduciary” within the meaning of ERISA, and the Committee’s role explicitly does not include selecting, evaluating, or changing plan investments, selecting or replacing qualified pension committee members, or any other duty that might be considered “fiduciary” in nature; 
34. In connection with the functions overseen by this Committee, review with management the assessment of significant financial risks and contingent liabilities pertaining to financial markets and the Company’s financial strategies, including by way of example, foreign exchange and interest rate exposures, and the policies and strategies for management of such risks, including the use of hedges, derivative instruments, and other similar risk management techniques; 
35. Review annually with management the financial aspects of the Company’s insurance and self- insurance programs; 
36. Review and recommend to the Board for approval authorization limits for the Committee and the Chief Executive Officer to approve expenditures; 
37. Review the Committee’s Charter on an annual basis and recommend any changes to the Board for approval; 
38. Review the Committee’s own annual performance evaluation results; and
39. 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 compensation of Committee members will be as determined by the Board. No member of the Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member of the Board or of a committee of the Board. 

The Committee will meet as often as may be deemed necessary or appropriate in its judgment, but not less frequently than four times per year, either in person, telephonically or virtually, and at such times and places as the Committee determines. 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 meet with the Chief Financial Officer, the Corporate Controller, the Vice President, Corporate Audit, the Vice President, Global Ethics and Compliance Officer and the independent auditor in separate executive sessions periodically. 

The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law and NYSE listing standards. Any actions taken by a subcommittee will be reported to the full Committee at its next meeting. 

The Committee has the 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 has sole authority to retain and terminate any such counsel or advisor, including sole authority to approve its fees and other retention terms.