Growth Committee Charter

The purpose of the Growth Committee (the “Committee”) is to oversee and assist the Board of Directors (the “Board”) of Medtronic plc (the “Company”) and Company management’s review of the Company’s portfolio management, research and development investments, merger and acquisition strategy and other significant capital allocation decisions, that may be available to the Company to maximize growth and long-term value of the Company. The Committee will make recommendations to the Board regarding the foregoing.

The Committee will consist of three or more directors. 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.

On behalf of the Board, the Committee has, among its functions, the following duties and responsibilities: 

1. Review Company management’s recommendations regarding the Company’s portfolio of businesses and assets, including identifying and evaluating opportunities and potential strategic transactions to streamline the current portfolio or otherwise enhance growth and focus;
2. Review Company management’s recommendations regarding organic and inorganic growth and innovation initiatives, including evaluating existing research and development allocation across the portfolio and opportunities for improvement, as well as assessing potential mergers and acquisitions and other significant capital allocation decisions;
3. Make recommendations to the Board regarding the same; and
4. Carry out such other activities as the Board may, from time to time, delegate to it.

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 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 compensation of Committee members will be as determined by the Board.

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.

The Committee shall continue in existence until the conclusion of the Company’s planned 2026 investor day to announce the results of the Committee’s review, or such later date as may be determined by the Chair of the Committee following consultation with the Board.