Governance Framework

Governance Framework

Through oversight, review, and counsel, Microsoft’s Board of Directors establishes and promotes our business and organizational objectives. Corporate governance at Microsoft:

  • Establishes and preserves management accountability to company owners by appropriately distributing rights and responsibilities among Board members, managers, and shareholders
  • Provides a structure for management and the Board to set objectives and monitor performance
  • Strengthens and safeguards our culture of business integrity and responsible business practices
  • Encourages the efficient use of resources, and requires accountability for stewardship of those resources

Our progressive corporate governance framework

Our corporate governance framework is designed to ensure our Board has the necessary authority and practices in place to review and evaluate our business operations and to make decisions independent of management. Our goal is to align the interests of directors, management, and shareholders, and comply with or exceed the requirements of the NASDAQ Stock Market and applicable law. This framework establishes the practices our Board follows with respect to:

  • Board composition, director selection and director compensation
  • Board refreshment and succession planning
  • Independent Board leadership
  • Board meetings and involvement of senior management
  • CEO performance evaluation
  • CEO and senior executive development and succession planning
  • Board committees
  • Board and committee evaluations
  • Shareholder engagement
  • Risk oversight

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2017 ANNUAL REPORT