MEDTRONIC PLC BOARD OF DIRECTORS Technology and Value Creation Committee Charter
(As amended through March 5, 2021)
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(As amended through March 5, 2021)
The Technology and Value Creation Committee (the “Committee”) provides assistance to the Board of Directors of Medtronic plc (the “Company”) in its oversight of scientific and technical direction.
The Committee will consist of three or more directors. 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. Unless a Committee Chair is designated by the full Board, the members of the Committee will elect a Chair by majority vote of the full Committee membership.
On behalf of the Board, the Committee will oversee the innovation strategy of the Company. The Committee’s duties and responsibilities will include the following:
The Committee will meet as often as it deems appropriate to perform its duties and responsibilities under this charter, 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. COMPENSATION The compensation of Committee members shall be as determined by the Board.
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 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.