Microsoft's Board of Directors maintains four committees to assist it in discharging its oversight responsibilities: an Audit Committee, a Compensation Committee, a Governance and Nominating Committee, and a Regulatory and Public Policy Committee. The Board may add new committees or remove existing committees as needed to fulfill its responsibilities.
The directors who serve on each of the four committees are independent. In determining the independence of a director, the Board of Directors has adopted director independence guidelines to assist in affirmatively determining that a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The guidelines include, and either meet or are more restrictive than, the independence requirements of NASDAQ listing standards and SEC rules. The Board will also consider other relevant facts and circumstances bearing on independence.
Each committee performs its duties as assigned by the Board in compliance with Microsoft's Bylaws
and its charter. The specific duties of each committee are described on the following pages: