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Microsoft Corporation Corporate Governance Fact Sheet

Size of Board
12
Number of Independent Directors
11
Annual Review of Independence of Board
Yes
Lead Independent Director
Yes
Charters for Board Committees
Yes
Independent Audit Committee
Yes
Number of Financial Experts on Audit Committee
3
Independent Governance and Nominating Committee
Yes
Independent Compensation Committee
Yes
Independent Environmental, Social, and Public Policy Committee
Yes
Compensation Consultant Independence Policy
Yes
Number of Board Meetings Held in FY 2023
9
Independent Directors Hold Meetings Without Management Present
Yes
Annual Board Elections
Yes
Tenure Policy for Independent Directors
Yes
Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Elections
Yes
Holders of 15% of outstanding shares can call a special meeting
Yes
Annual Board and Committee Evaluations
Yes
Annual Individual Director Evaluations
Yes
Annual Equity Grant to Non-Employee Directors
Yes
Director Stock Ownership and Holding requirements
Yes
Executive Stock Ownership Policy
Yes
Corporate Governance Guidelines Approved by Board
Yes
Proxy Access for Director Nominations
Yes
Charter Poison Pill
No
Corporate Compliance Program
Yes
Standards of Business Conduct
Yes
Finance Code of Professional Conduct
Yes
Board Orientation and Education Program
Yes

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