Corporate Governance Frequently Asked Questions

The corporate information page contains a variety of links about Microsoft.

A current list of our executives can be found on the Microsoft Executives page.

A current list of our directors can be found on the Board of Directors page.

Since 2000, the roles of Chairman and Chief Executive Officer have been separate and distinct. Mr. Gates serves as Chairman and Mr. Ballmer serves as Chief Executive Officer.

As chair of the Governance and Nominating Committee, Mr. Gilmartin, an independent director, serves as Lead Independent Director.

The chair of the Governance & Nominating Committee serves as the Lead Independent Director, and is responsible for coordinating the activities of the independent directors, working with the CEO to set the agenda for Board meetings, chairing executive sessions of the independent directors, leading the Board's review of the Chief Executive Officer, and other duties as assigned from time to time by the Board of Directors.

The Board of Directors has determined that seven of our non-management directors are independent. The Governance and Nominating Committee of the Board has established director independence guidelines to assist it in determining the independence of a director, which will either meet or be more restrictive than the definition of “independent director” in the listing standards of the Nasdaq Stock Market, and applicable laws and regulations. The Board will also consider all other relevant facts and circumstances bearing on independence. Additional information can be found on the Corporate Governance Guidelines page.

Yes. Only independent directors serve on Microsoft's five Board Committees.

Yes. The independent directors meet at least three times each fiscal year in executive session.

This information is available in our Corporate Governance Guidelines.

Microsoft has a confidential voting policy to protect our shareholders’ voting privacy. Under this policy, ballots, proxy forms and voting instructions returned to brokerage firms, banks and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator and the inspector of election have access to the ballots, proxy forms and voting instructions. The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy forms and voting instructions only if there is a proxy contest, if the shareholder authorizes disclosure, to defend legal claims, or as otherwise required by law.

Yes. The Governance & Nominating Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. The procedures a shareholder wishing to propose a director candidate should follow are described in our Bylaws and Corporate Governance Guidelines.

Our governance documents, including our Articles of Incorporation, Bylaws, Board Committee Charters, Corporate Governance Guidelines, Standards of Business Conduct and Finance Code of Professional Conduct are available by clicking on the links provided above. Shareholders may also request written copies of these materials by writing to:

Corporate Secretary
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052

Click here for copies of our most recent SEC filings. The SEC also maintains a web site at www.sec.gov that contains our SEC filings.

Deloitte & Touche LLP is Microsoft’s independent auditor. Shareholders ratify the appointment of Microsoft’s independent auditor annually at the Annual Shareholder Meeting. As required by the SEC’s auditor independence rules, the independent auditor must rotate audit partners on Microsoft’s account at least every five years, including the lead partner, the concurring partner and any partner on the audit engagement team who has responsibility for decision-making on significant auditing, accounting, and reporting matters that affect the financial statements or who maintain regular contact with management and the Audit Committee. Rotation of other independent auditor personnel is done in accordance with Deloitte & Touche LLP policies.

Click here for information about how to contact the Audit Committee.

Click here for information about how to contact the Board of Directors.