Board Diversity Policy
Purpose and Policy Statement
Medtronic recognizes and embraces the importance of a diverse Board of Directors (the “Board”). Medtronic believes that diversity strengthens the Board and will help Medtronic achieve its Mission by leveraging, for example, Board members’ differences in thought, perspective, experiences and skills, industry background and knowledge, cultural and geographic background, age, ethnicity, race and gender. This Board Diversity Policy (the “Policy”) sets forth the approach to diversity on the Board of Medtronic plc (“Medtronic”).
Principles and Process
Medtronic believes that a diverse Board will contribute to the achievement of its strategic and commercial objectives, including, without limitation, by making corporate governance more effective, driving business results, enhancing quality and decision making, supporting sustainable operations and enhancing the reputation of Medtronic.
Consistent with Medtronic’s Principles of Corporate Governance, the Nominating and Corporate Governance Committee (“the NCG Committee”) is responsible for reviewing and assessing candidates for service on the Board and recommending highly qualified candidates for appointment or election to the Board. The NCG Committee’s recommendations are made based on merit, which includes consideration of the diversity of candidates (including, without limitation, the attributes listed in Section I above). In addition, the NCG Committee will ensure that no person is discriminated against on the grounds of religion, race, gender, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute that does not relate to such person’s ability to perform as a Board member.
Specifically, our Principles of Corporate Governance and NCG Charter require the following in evaluating and recommending potential candidates for service on the Board. The NCG Committee will:
- Assess the appropriate mix of Board diversity, including without limitation, a candidate’s respective experiences and skills, industry background and knowledge, time commitments, age, potential conflicts of interest and record of service to the Company (for incumbent directors);
- Assess Board composition, including any gaps in the skillset of the current Board, the balance of management and independent directors and the diversity of the Board’s membership; and
- Identify, evaluate and recommend qualified candidates for Board service taking into account the appropriate mix of diversity, skills, experience and expertise required on the Board.
The effective implementation of this Policy requires that shareholders are able to judge for themselves whether the Board as constituted is adequately diverse. Therefore Medtronic will continue to provide information to shareholders about the size, qualifications and characteristics of each Board member.
- Assess the appropriate mix of Board diversity, including without limitation, a candidate’s respective experiences and skills, industry background and knowledge, time commitments, age, potential conflicts of interest and record of service to the Company (for incumbent directors);
Responsibility and Review
The NCG Committee will review this Policy periodically and recommend appropriate revisions to the Board as appropriate.