Q.Where can I find information about the company?
Q.Where can I find information about Microsoft's executives?
Q.How many directors serve on the Microsoft Board of Directors?
Q.Are the roles of Chairman and Chief Executive Officer split or combined at Microsoft?
Since 2000, the roles of Chairman and Chief Executive Officer have been separate
serves as Chief Executive Officer.
, an independent director, serves as Chairman.
Q.What is the function of the Chairman?
A.The Chairman is responsible for:
• Coordinating the activities of the independent directors, and is authorized to call meetings of the independent
• 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.
Q.How many of Microsoft's directors are independent?
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.
Q.Are Microsoft's Board committee members independent?
Q.Do the independent members of the Board meet in executive session without any members
of Microsoft management present?
A.At each quarterly Board meeting, time is set aside for the independent directors
to meet in executive session without Company management present.
Q.Where can I find information about the qualifications and other factors that the
Governance and Nominating Committee evaluates in selecting nominees to serve as directors?
Q.Does Microsoft have confidential voting?
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.
Q.Will the Governance & Nominating Committee consider individuals I suggest as
potential director nominees?
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
Corporate Governance Guidelines
Q.Where can I obtain copies of your corporate governance documents?
Q.Where can I obtain copies of Microsoft’s SEC filings?
for copies of our most recent SEC filings. The SEC also maintains a web site at
that contains our SEC filings.
Q.Who is Microsoft’s independent auditor? How often do independent auditor personnel
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
Q.Who should I contact if I have a question or concern about Microsoft Corporation’s
internal accounting controls, an accounting matter, or an auditing matter?
Q.How do I contact members of Microsoft’s Board of Directors?