Microsoft Investor Relations - Microsoft Corporation Antitrust Compliance Committee Charter and Responsibilities Checklist

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Microsoft Corporation Antitrust Compliance Committee Charter

Updated: December 14, 2011

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Role

The Antitrust Compliance Committee of the Board of Directors was created to execute the duties assigned to the compliance committee in the Final Judgment entered by the District Court for the District of Columbia in State of New York et al. v. Microsoft Corp., No. 98-1233 (the "Final Judgment"), Section IV.B.1, and such other duties as directed by the Board. Although the Final Judgment expired in May 2011, the Committee continues to oversee internal programs and processes instituted to ensure compliance by the Company with antitrust and competition laws generally and to execute such other duties as directed by the Board.

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Membership

The membership of the Committee consists of at least three directors who are not present or former employees of the Company, all of whom are to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause.

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Responsibilities

The Committee's specific responsibilities in carrying out its oversight role are delineated in the Antitrust Compliance Committee Responsibilities Calendar appended to this Charter. In general, the Committee is responsible for overseeing internal programs and processes instituted by management to ensure compliance by the Company with antitrust and competition laws. The Committee will receive regular reports from the General Counsel and other members of management about the Company’s compliance with those laws. The Committee also provides guidance to management and reports regularly to the Board.

The Committee relies on the expertise and knowledge of management and counsel in carrying out its oversight responsibilities. Management of the Company is responsible for conforming the Company's conduct to antitrust and competition laws. The General Counsel is responsible for developing and supervising the Company's internal programs and monitoring the Company's compliance with antitrust and competition laws. It is not the duty of the Committee to plan or conduct compliance audits, to conduct investigations, or to assure compliance with antitrust and competition laws.

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Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the sole authority to retain and terminate outside counsel or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. In discharging its oversight role, the Committee is empowered to authorize further inquiries into matters reported to it. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee.

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Operations

The Company will provide the Committee with information as the Committee may request in furtherance of the discharge of its duties and responsibilities.

The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. It is authorized to adopt its own rules of procedure not inconsistent with (a) any provisions of the Resolution to Establish Antitrust Compliance Committee, (b) any provisions of the Bylaws of the Company, or (c) the laws of the state of Washington.

The Committee will cause to be kept adequate minutes of all its proceedings and will report on its actions and activities at the next quarterly meeting of the Board. All members of the Committee will be furnished with copies of the minutes of each Committee meeting.

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Microsoft Corporation Antitrust Compliance Committee Responsibilities Checklist

		Q1	Q2	Q3	Q4	As Req'd
1.	The Committee will meet regularly with the General Counsel to receive reports from the General Counsel and review the adequacy of the Company's internal programs and processes for ensuring compliance with antitrust and competition laws. The Committee may ask members of the Company’s management and others to attend the meeting and provide pertinent information as necessary.	•	•	•	•
2.	The Committee will receive reports about the Company's efforts to meet its responsibilities under competition-related court judgments and rules that govern its worldwide activities.	•	•	•	•
3.	The agenda for Committee meetings will be prepared in consultation between the Committee chair (with input from the other Committee members) and the General Counsel.	•	•	•	•	•
4.	The Committee will keep, or cause to be kept, adequate minutes of all proceedings occurring at each of its meetings and shall report to the Board any and all action taken by the Committee since the last meeting of the Board. All members of the Committee shall be furnished with copies of the minutes of each meeting of the Committee.	•	•	•	•	•
5.	The Committee may meet with the General Counsel in executive session to discuss any matters that the Committee or the General Counsel believes should be discussed privately with the Committee.					•
6.	The Committee may meet with Company management in executive session to discuss any matters that the Committee or Company management believes should be discussed privately with the Committee.					•
7.	The Committee may review with the General Counsel and Company management any significant findings with respect to the Company's compliance with the antitrust and competition laws and management's response to any such findings.					•
8.	The Committee may conduct or authorize the conduct of further inquiry into matters reported to it for the purpose of discharging its duties and responsibilities.
9.	The Committee may consult with the General Counsel about any matter pertinent to the Committee’s discharge of its duties and responsibilities.					•
10.	The Committee may obtain the advice of outside counsel or other experts or consultants, as it deems appropriate.					•
11.	The Committee will verify that its members are free of any relationship that, in the opinion of the Board, would interfere with the member's individual exercise of his or her judgment.				•
12.	The Committee will review and update the Committee Responsibilities Calendar annually.				•
13.	The Committee will perform such other functions as assigned by law, the Company's articles of incorporation, or bylaws, or the Board.					•

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