A.A current list of our Board members and senior leaders can be found on the
A.Since 2000, the roles of Chair and Chief Executive Officer have been separate and
Mr.Nadella serves as Chief Executive Officer.
Mr.Thompson, an independent director, serves as Chair.
A.The Chair is responsible for:
Calling meetings of the Board and independent directors
Leading the Board’s annual chief executive officer performance review
Setting the agenda for Board meetings in consultation with the CEO and corporate secretary
Chairing executive sessions of the independent directors
Engaging with shareholders
Performing the other duties specified in the Corporate Governance Guidelines or assigned by the Board
A.A current list of independent directors can be found on the
Corporate Governance Fact Sheet. The Board of Directors 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.
A.We maintain the confidentiality of the votes of individual shareholders. 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. If you write comments on your proxy card or ballot, management
may learn how you voted in reviewing your comments.
A.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
Corporate Governance Guidelines.
governance documents are available to download, including our Articles of Incorporation, Bylaws, Board Committee Charters,
Corporate Governance Guidelines, Standards of Business Conduct, and Finance Code of Professional Conduct. Shareholders
may also request written copies of these materials by writing to:
One Microsoft Way
Redmond, WA 98052
A.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.
A.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.