SEC Filings

DEFR14A
MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017
Entire Document
 

The principal functions of our six standing committees — the Audit Committee, the Compensation Committee, the Finance and Financial Risk Committee, the Nominating and Corporate Governance Committee, the Quality Committee, and the Technology and Value Creation Committee — are described below.

 

Audit Committee1

Randall J. Hogan III (Chair)

Richard H. Anderson

Shirley Ann Jackson, Ph.D.

James T. Lenehan

Elizabeth Nabel, M.D.

 

Number of

meetings during

Fiscal Year 2017

11

 

Responsibilities:

 

  Overseeing the integrity of Medtronic’s financial reporting
     
  Overseeing the independence, qualifications and performance of Medtronic’s external independent registered public accounting firm and the performance of Medtronic’s internal auditors
     
  Overseeing Medtronic’s compliance with applicable legal and regulatory requirements, including overseeing Medtronic’s engagements with, and payments to, physicians and other health care providers
     
  Reviewing with the General Counsel and independent registered public accounting firm: legal matters that may have a material impact on the financial statements; any fraud involving management or other employees who have a significant role in Medtronic’s internal controls; compliance policies; and any material reports or inquiries received that raise material issues regarding Medtronic’s financial statements and accounting or compliance policies
     
  Reviewing annual audited financial statements with management and Medtronic’s independent registered public accounting firm and recommending to the Board whether the financial statements should be included in Medtronic’s Annual Report on Form 10-K
     
  Reviewing and discussing with management and Medtronic’s independent registered public accounting firm quarterly financial statements and earnings releases
     
  Reviewing major issues and changes to Medtronic’s accounting and auditing principles and practices, including analyses of the effects of alternative GAAP methods, regulatory and accounting initiatives and off-balance sheet structures on Medtronic’s financial statements
     
  Discussing policies with respect to risk assessment and risk management, including risks affecting Medtronic’s financial statements, operations, business continuity, and reputation and the reliability and security of our information technology and security systems, and the steps management has undertaken to monitor and control such exposures
     
  Undertaking the appointment, compensation (subject to the requirements of Irish corporate law), retention and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee
     
  Pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm
     
  Reviewing, at least annually, a report by the independent registered public accounting firm describing its internal quality-control procedures and any material issues raised by the most recent internal quality-control review and any recent investigations by regulatory or professional agencies, and any steps taken to deal with any such issues, and all relationships between the independent registered public accounting firm and Medtronic
     
  Reviewing the experience and qualifications of the lead partner of the independent registered public accounting firm each year and considering whether there should be rotation of the lead partner or the independent auditor itself
     
  Establishing clear policies for hiring current and former employees of the independent registered public accounting firm
     
  Preparing the Report of the Audit Committee
     
  Meeting with the independent registered public accounting firm prior to the audit to review the scope and planning of the audit
     
  Reviewing the results of the annual audit examination
     
  Reviewing with the independent registered public accounting firm its evaluation of Medtronic’s identification of, accounting for, and disclosure of related party transactions
     
  Advising the Board with regard to Medtronic’s policies and procedures regarding compliance with laws and regulations
     
  Considering, at least annually, the independence of the independent registered public accounting firm
     
  Reviewing the adequacy and effectiveness of Medtronic’s internal control over financial reporting, including information technology and security systems related to internal controls, and disclosure controls and procedures
     
  Reviewing with the Vice President of Internal Audit the performance of Medtronic’s internal audit function and the results of any significant internal audits
     
  Reviewing candidates for the positions of Chief Financial Officer and Controller of Medtronic
     
  Establishing procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters
     
  Meeting privately in separate executive sessions periodically with management, internal auditors and the independent registered public accounting firm
     
  Meeting privately in executive session with the Chief Ethics and Compliance Officer, and approving any decisions with regard to hiring, terminating, disciplining, or compensating the Chief Ethics and Compliance Officer

 

1 The Board has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules.

 

MEDTRONIC PLC   2017 Proxy Statement    22

 
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