Microsoft Corporation Corporate Governance Fact Sheet

Microsoft Corporation Corporate Governance Fact Sheet

Size of Board14
Number of Independent Directors12
Annual Review of Independence of BoardYes
Separate Chairman and CEOYes
Independent ChairmanYes
Charters for Board CommitteesYes
Independent Audit CommitteeYes
Number of Financial Experts on Audit Committee5
Independent Governance and Nominating CommitteeYes
Independent Compensation CommitteeYes
Independent Regulatory and Public Policy CommitteeYes
Compensation Consultant Independence PolicyYes
Number of Board Meetings Held in FY 20187
Independent Directors Hold Meetings Without Management PresentYes
Annual Board ElectionsYes
Tenure Policy for Independent DirectorsYes
Directors Elected by the Vote of a Majority of Votes Cast in Uncontested ElectionsYes
Holders of 15% of outstanding shares can call a special meetingYes
Annual Board and Committee EvaluationsYes
Annual Individual Director EvaluationsYes
Annual Equity Grant to Non-Employee DirectorsYes
Director Stock Ownership and Holding requirementsYes
Executive Stock Ownership PolicyYes
Corporate Governance Guidelines Approved by BoardYes
Proxy Access for Director NominationsYes
Charter Poison PillNo
Corporate Compliance ProgramYes
Standards of Business ConductYes
Finance Code of Professional ConductYes
Board Orientation and Education ProgramYes

Microsoft Corp (MSFT)

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2018 ANNUAL REPORT