Corporate Governance Frequently Asked Questions

Corporate Governance Frequently Asked Questions

  • A.A current list of our Board members and senior leaders can be found on the Leadership Page.
  • A.Since 2000, the roles of Chairman and Chief Executive Officer have been separate and distinct. Mr.Nadella serves as Chief Executive Officer. Mr.Thompson, an independent director, serves as Chairman.
  • A.The Chairman is responsible for:
    • Calling meetings of the Board and independent directors
    • Setting the agenda for Board meetings in consultation with the CEO and corporate secretary
    • Chairing executive sessions of the independent directors
    • Engaging with shareholders
    • Acting as an advisor to Mr. Nadella on strategic aspects of the CEO role with regular consultations on major developments and decisions likely to interest the Board
    • Performing the other duties specified in the Corporate Governance Guidelines or assigned by the Board
  • A.A current list of independent directors can be found on the Corporate Governance Fact Sheet. 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.
  • A.Yes. Only independent directors serve on Microsoft's four Board Committees.
  • A.At each quarterly Board meeting, time is set aside for the independent directors to meet in executive session without Company management present.
  • A.This information is available in our Corporate Governance Guidelines.
  • A.Microsoft has a confidential voting policy to protect the voting privacy of our individual shareholders. Only the proxy solicitor, the proxy tabulator and the inspector of election have access to the ballots, proxy forms and voting instructions of these shareholders. 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 individual shareholder authorizes disclosure, to defend legal claims, or as otherwise required by law.
  • A.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.
  • A.Our governance documents, including our Articles of Incorporation, Bylaws, Board Committee Charters, Corporate Governance Guidelines, Standards of Business Conduct, and Finance Code of Professional Conduct are available by clicking on the links provided above. Shareholders may also request written copies of these materials by writing to:
    • MSC 123/9999
    • Corporate Secretary
    • Microsoft Corporation
    • One Microsoft Way
    • Redmond, WA 98052
  • A.Click here for copies of our most recent SEC filings. The SEC also maintains a web site at www.sec.gov that contains our SEC filings.
  • A.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.
  • A.Click here for information about how to contact the Audit Committee.
  • A.Click here for information about how to contact the Board of Directors.

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