(As amended through March 3, 2022)


The Quality Committee (the “Committee”) provides assistance to the Board of Directors of Medtronic plc (the “Company”) in its oversight of quality and safety of the Company’s products and services, and human and animal studies.


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 will oversee the Company’s strategy regarding the safety and quality of its products and services. The Committee’s duties and responsibilities will include the following:

  1. Periodically oversee assessments and make recommendations to the full Board regarding:
    1.  the Company’s overall quality strategy and systems in place to monitor and control the quality and safety of the Company’s products and services at all stages of the product life cycle, including research and development, certification, manufacturing and production, marketing and promotion, storage, distribution and supply, use and service, and reuse and recycling;
    2. the Company’s overall quality strategy and systems in place to monitor and control the quality and safety of the Company’s healthcare solutions business;
    3. the Company’s response to quality and quality system assessments conducted by the Company and by external regulators (including without limitation FDA and various notified bodies);
    4. the Company’s response to material quality issues and field actions; and
    5. with input from the Science and Technology Committee, the Company’s technology and product security strategies, systems, and controls to ensure that its products and services meet appropriate standards for reliability and the prevention of the unauthorized access, use, or alteration of data or systems, and the Company’s response to any identified technological vulnerabilities or cybersecurity breaches involving its products and services.
  2. Oversee risk management of human and animal studies, including the periodic review of policies and procedures related to the conduct of human and animal studies.
  3. Stay abreast of major regulatory changes both domestically and internationally to ensure the Company is poised to meet new standards. 
  4. Review this charter annually and recommend to the Board any revisions to this charter deemed necessary or desirable.
  5. Review the Committee’s own performance annually.


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 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.