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Since 2000, the roles of Chairman and Chief Executive Officer have been separate and distinct. Mr. Gates
serves as Chairman and Mr. Ballmer
serves as Chief Executive Officer.
, an independent director, serves as Lead Independent Director.
The Lead Independent Director is responsible for:
• Coordinating the activities of the independent directors, and is authorized to call meetings of the independent directors;
• Coordinating with the Chief Executive Officer and Corporate Secretary to set the
agenda for Board meetings, soliciting and taking into account suggestions from other members of the Board;
• Chairing executive sessions of the independent directors; providing feedback and perspective to the Chief Executive Officer about discussions among the independent directors; and helping facilitate communication between the Chief Executive Officer and the independent directors;
• Performing other duties either specified in the Corporate Governance Guidelines or assigned from time to time by the Board; and
• Being available for consultation with shareholders, as appropriate.
The Board of Directors has determined that nine of our directors are independent. The Board of Directors has established director independence guidelines
to assist it in determining the independence of a director, which will either meet or be more restrictive than the definition of “independent director” in the listing standards of the Nasdaq Stock Market, and applicable laws and regulations. The Board will also consider all other relevant facts and circumstances bearing on independence.
At each quarterly Board meeting, time is set aside for the independent directors to meet in executive session without Company management present.
Microsoft has a confidential voting policy to protect our shareholders’ voting privacy. Under this policy, ballots, proxy forms and voting instructions returned to brokerage firms, banks and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator and the inspector of election have access to the ballots, proxy forms and voting instructions. The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy forms and voting instructions only if there is a proxy contest, if the shareholder authorizes disclosure, to defend legal claims, or as otherwise required by law.
Yes. The Governance & Nominating Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. The procedures a shareholder wishing to propose a director candidate should follow are described in our Bylaws
and Corporate Governance Guidelines
for copies of our most recent SEC filings. The SEC also maintains a web site at www.sec.gov
that contains our SEC filings.
Deloitte & Touche LLP is Microsoft’s independent auditor. Shareholders ratify the appointment of Microsoft’s independent auditor annually at the Annual Shareholder Meeting. As required by the SEC’s auditor independence rules, the independent auditor must rotate audit partners on Microsoft’s account at least every five years, including the lead partner, the concurring partner and any partner on the audit engagement team who has responsibility for decision-making on significant auditing, accounting, and reporting matters that affect the financial statements or who maintain regular contact with management and the Audit Committee. Rotation of other independent auditor personnel is done in accordance with Deloitte & Touche LLP policies.