Microsoft Corp (MSFT)
Compensation Consultant Independence Standards
Revised: August 1, 2007
The Compensation Committee has sole authority to retain and terminate compensation consultants that advise the Compensation Committee, as it deems appropriate, including sole authority to approve the consultants’ fees and other retention terms. It is the policy of the Compensation Committee that any compensation consultant retained by the Compensation Committee must be independent of Company management. A consultant satisfying these Compensation Consultant Independence Standards will be considered independent for purposes of this policy.
 
The consultant and their firm or other organization employing the consultant:
 
a. is retained and terminated by the Compensation Committee, and reports solely to the Compensation Committee;
 
b. is independent of the Company;
 
c. will not perform any work for Company management except at the request of the Compensation Committee chair and in the capacity of the Compensation Committee’s agent; and
 
d. should not provide any unrelated services or products to the Company and its affiliates or management, except for surveys purchased from the consultant’s firm or organization employing the consultant. Any other services must be approved by the Compensation Committee.
 
The Compensation Committee annually will perform an assessment of its consultants’ independence. In performing the assessment, the Compensation Committee will consider the nature and amount of work performed for the Compensation Committee during the year, the nature of any unrelated services performed for the Company, and the amount of fees paid for those services in relation to the firm’s total revenues. The consultant annually will prepare for the Compensation Committee an independence letter providing appropriate assurances and confirmation of the consultant's independent status.
 
The Company will disclose information about the Compensation Committee’s use of a consultant in the Company’s annual proxy statement, along with the Compensation Committee’s assessment of the consultant’s independence and a description of any unrelated business performed for the Company.
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