Microsoft Corp (MSFT)
Microsoft Corporation Regulatory and Public Policy Committee Charter
Updated: July 24, 2012
The Regulatory and Public Policy Committee assists the Board of Directors in overseeing the Company's policies and programs that relate to certain legal, regulatory and compliance matters, business operations risks related to business continuity, privacy and security, and public policy and corporate citizenship including public issues of significance to the Company and its stakeholders that may affect the Company's operations, performance or reputation.
The membership of the Committee consists of at least two directors, each of whom shall meet the independence requirements established by the Board. 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 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 will be 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 may adopt its own rules of procedure not inconsistent with (a) this Charter, (b) 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 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. 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 members of the Committee.

Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities and functions of the Regulatory and Public Policy Committee are as follows:

Review and provide guidance to the full Board and management about legal, regulatory and compliance matters concerning competition and antitrust, privacy, security, employment and immigration laws.
Review and provide guidance to the full Board and management about the Company's business continuity programs.
The Committee will annually conduct a joint meeting with the Audit Committee to review privacy, security, business continuity, and operational risks relevant to the Company's computerized information system controls and security.
Review and provide guidance to the full Board and management about:

The Company's policies and programs that relate to corporate citizenship, including human rights, environmental sustainability, corporate social responsibility, supply chain management, and charitable giving and political activities and expenditures;
Legislative and regulatory trends and public policy developments that may affect the Company's businesses;
The Company's public policy agenda and its position on significant public policy matters; and
The Company's government relations activities

Regularly review and make recommendations about changes to the charter of the Committee.
Obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.