Microsoft Corp (MSFT)
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Microsoft Corporation Compensation Committee Charter
Updated: July 1, 2014

The Compensation Committee’s role is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers, the adoption of policies that govern the Company’s compensation and benefit programs, oversight of plans for executive officer development and succession, and to fulfill the responsibilities set forth in this Charter.


The membership of the Committee consists of at least two directors, each of whom shall (a) meet the independence requirements established by the Board and applicable laws, regulations and listing requirements, (b) be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (c) be an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. 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.


The Committee meets at least four times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will meet periodically in executive session without Company management present. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. 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 apply to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Washington.


The Committee will have the resources and authority necessary to discharge its duties and responsibilities.  The Committee has complete authority to retain and terminate outside counsel, compensation consultants, or other experts or consultants, as it deems appropriate, including complete authority to approve their fees and other retention terms.  Any communications between the Committee and legal counsel  while obtaining legal advice will be privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

Except as otherwise delegated by the Board or the Committee, the Committee will act on behalf of the Board.

The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee. The Committee may delegate to one or more executive officers the authority to make grants of equity-based compensation to eligible individuals who are not executive officers. Any executive officer to whom the Committee grants such authority shall regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time.


Subject to the Corporate Governance Guidelines, the principal responsibilities of the Compensation Committee are:

  1. Board Compensation. Periodically review the compensation paid to non-employee directors and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director.
  2. Chief Executive Officer (“CEO”) Compensation.
    1. Assist the Board in establishing CEO annual goals and objectives.
    2. Recommend CEO compensation to the other independent members of the Board for approval.
      1. In making this recommendation, consider the results of the annual CEO evaluation led by the Chairman of the Governance and Nominating Committee.
      2. The CEO may not be present during deliberations or voting concerning the CEO's compensation.
  3. Other Executive Officer Compensation.
    1. Oversee an evaluation of the performance of the Company's executive officers and approve the annual compensation, including salary and incentive compensation, for the executive officers.
    2. Review and approve compensation arrangements for new executive officers and retention and termination arrangements for executive officers.
    3. Review the structure and competitiveness of the Company’s executive officer compensation programs.
  4. Development and Succession Planning. Review and discuss with the CEO and report to the Board plans for executive officer development and corporate succession plans for the CEO and other executive officers, as described under “Development and Succession Planning” in the Microsoft Corporation Corporate Governance Guidelines.
  5. General Compensation Oversight. Monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Committee deems appropriate, including:
    1. Provide guidance to management on significant issues affecting compensation philosophy or policy.
    2. Provide input to management on whether compensation arrangements for Company executives incentivize unnecessary and excessive risk taking.
    3. Review and approve policies regarding CEO and other executive officer compensation.
  6. Equity and Retirement Plan Oversight.
    1. Serve as the "Committee" established to administer the Company’s equity-based compensation plans, and perform the duties of the Committee under those plans.  The Compensation Committee may delegate those responsibilities to senior management as it deems appropriate.
    2. Appoint and remove plan administrators for the Company’s retirement plans for the Company’s employees and perform other duties that the Board may have with respect to the Company’s retirement plans.
  7. Oversight of Compensation Consultant and Other Advisors.
    1. Retain and terminate compensation consultants, outside counsel, or other advisors or experts that advise the Committee, as it deems appropriate, including approval of the consultants’ and advisors' fees and other retention terms.
    2. Evaluate the independence of the compensation consultant and other counsel or advisors retained by the Committee in accordance with applicable regulations and listing standards before selecting them.
  8. Disclosure. Discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) for the annual proxy statement; based on the review and discussion, recommend to the Board that the CD&A be included in the Company’s annual report or annual proxy statement; and produce an annual report of the Compensation Committee on executive compensation for the Company’s annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and relevant listing authority.
  9. Other Responsibilities
    1. Annually review and make recommendations as appropriate to the Board about changes to the charter of the Committee.
    2. Obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.