MEDTRONIC PLC BOARD OF DIRECTORS SCIENCE AND TECHNOLOGY COMMITTEE CHARTER
(As amended through March 3, 2022)
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(As amended through March 3, 2022)
The Science and Technology 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 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 innovation strategy of the Company. The Committee’s duties and responsibilities will include the following:
1. Periodically oversee assessments and make recommendations to the full Board regarding:
a. the Company’s product, service and technology portfolio and its effects on the Company’s growth, performance, and competitive position;
b. emerging science and technology trends, including potentially disruptive technology, that could significantly affect the Company and its products;
c. the Company’s approach to new market identification and development; and
d. the Company’s intellectual property portfolio and related strategy.
2. Monitor the overall direction, effectiveness, competitiveness and timing of the Company’s research and development programs and pipeline.
a. Keep the Board apprised of instances in which competition has successfully launched superior products in the Company’s categories of interest.
b. Track the pipeline for new product introductions and improvements and notify the Board of emerging gaps that could affect the Company’s growth profile.
c. Make recommendations to the Board regarding the Company’s internal and external investment in research and development.
3. As requested by the Board, evaluate the technology aspects of potential acquisitions for alignment with corporate strategy.
4. Review and assess the Company’s competitive standing regarding the technology used for product security and make recommendations to the Quality Committee for upgrades in new product development as required to lead in the area of product security and meet or exceed regulatory requirements.
5. As requested by the Quality Committee, provide updates to the Quality Committee regarding recent technological developments relevant to the quality and safety of the Company’s products and services and the methods by which such developments could be implemented.
6. Review this charter annually and recommend to the Board any revisions to this charter deemed necessary or desirable.
7. 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.