Board and Committees
Medtronic PLC Board of Directors Audit Committee Charter
Review the duties and resonsibilities of the Board of Directors Audit Committee.
(As amended through March 7, 2024)
The purpose of the Audit Committee (the “Committee”) is to represent and assist the Board of Directors (the “Board”) of Medtronic plc (the “Company”) in its oversight of (1) the integrity of the financial reporting of the Company, (2) the independence, qualifications and performance of the Company’s external independent auditor and the performance of the internal auditors and (3) the Company’s compliance with legal and regulatory requirements. The Committee also prepares the disclosure required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
The Committee will consist of three or more directors, each of whom will satisfy the independence requirements for directors and audit committee members under the Companies Act 2014 (and every statutory modification, replacement and re-enactment thereof for the time being in force) (the “Companies Act”), the rules of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as such requirements are interpreted by the Board in its business judgment.
The members of the Committee and Committee Chair are appointed by the Board and serve until their successors are duly appointed in connection with a change in Committee composition, or until they are no longer on the Board. Each member of the Committee must be financially literate and at least one member of the Committee must be an “audit committee financial expert” as defined by the Securities and Exchange Commission and determined by the Board.
Unless otherwise determined by the Board (in which case disclosure of such determination will be made in accordance with applicable New York Stock Exchange rules), no member of the Committee may serve on the audit committee of more than two other public companies.
The Committee has the authority in its sole discretion to retain, and terminate the retention of, such outside legal, accounting or other consultants or advisors as it determines appropriate to assist it in the performance of its functions, or to advise or inform the Committee. The Committee may also meet with investment bankers and financial analysts. The Committee will have full access to all books, records and facilities of the Company and may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee (provided that directors will use their judgment to ensure that any contact with employees is not disruptive to the business operations of the Company and will, to the extent not inappropriate, inform the Chief Executive Officer of any significant communication between a director and an officer or employee of the Company). The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor and to any advisors retained by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
On behalf of the Board, the Committee has, among its duties and responsibilities:
The compensation of Committee members will be as determined by the Board. No member of the Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member of the Board or of a committee of the Board.
The Committee will meet as often as may be deemed necessary or appropriate in its judgment, but not less frequently than four times per year, either in person, telephonically or virtually, and at such times and places as the Committee determines. The Committee may request any director, officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee will meet with the Chief Financial Officer, the Corporate Controller, the Vice President, Corporate Audit, the Vice President, Global Ethics and Compliance Officer and the independent auditor in separate executive sessions periodically.
The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law and NYSE listing standards. Any actions taken by a subcommittee will be reported to the full Committee at its next meeting.