Microsoft Corp (MSFT)
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Microsoft Corporation Governance and Nominating Committee Charter
Revised: July 1, 2014
Role

The Governance and Nominating Committee’s role is to determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies between annual shareholder meetings, to review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines, and to establish the process for reviewing the chief executive officer’s performance.

Membership

The membership of the Committee consists of at least two directors, each of whom shall meet the independence requirements established by the Board and applicable laws, regulations and listing requirements. 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.

Operations

The Committee meets at least three times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will meet as needed 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 as apply to the Board. The Committee is authorized and empowered 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.

Authority

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, any search firm used to identify director candidates, 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.

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

Responsibilities

Subject to the Corporate Governance Guidelines, the principal responsibilities and functions of the Governance and Nominating Committee are:

  1. Annually evaluate and report to the Board on the performance and effectiveness of the Board in fulfilling its responsibilities.
  2. Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders. Review and consider shareholder recommended candidates for nomination to the Board.
  3. Before recommending an incumbent, replacement, or additional director, the Committee will apply the Board Membership Criteria outlined in the Corporate Governance Guidelines.
  4. Assist in identifying, interviewing and recruiting candidates for the Board.
  5. Annually review the composition of each committee of the Board (including this Committee) and present recommendations for committee memberships to the Board as needed.
  6. Develop and periodically review and recommend to the Board appropriate revisions to the Company's corporate governance framework, including its Articles of Incorporation, Bylaws, and Corporate Governance Guidelines.
  7. Monitor compliance with the Corporate Governance Guidelines.
  8. Regularly review and make recommendations about changes to the charters of each committee of the Board after consultation with the respective committee chairs.
  9. Annually establish the process for reviewing the chief executive officer’s performance.
  10. Obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.