SEC Filings

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

Finance and Financial Risk Committee

Denise M. O’Leary (Chair)
Richard H. Anderson
Craig Arnold
Michael O. Leavitt
Kendall J. Powell
Robert C. Pozen
Number of
meetings during
Fiscal Year 2017
4

 

Responsibilities:

 

  Reviewing and approving management’s recommendations to the Board for significant capital expenditures
     
  Reviewing, approving and monitoring significant strategic transactions
     
  Reviewing and overseeing management’s plans and objectives for the capitalization of the Company
     
  Reviewing and approving management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, credit agreements, and Medtronic’s investment policies
     
  Reviewing and approving management’s recommendations to the Board regarding dividends
     
  Reviewing and approving management’s recommendations to the Board regarding authorization for repurchases of Medtronic’s stock
     
  Reviewing and approving management’s recommendations for the Corporate Cash Investment Policy
     
  Reviewing management’s decisions regarding certain financial aspects of the Company’s employee benefit plans
     
  Reviewing and overseeing the Company’s tax strategies
     
  Reviewing with management the Company’s strategies for management of significant financial risks and contingent liabilities
     
  Reviewing with management the financial aspects of the Company’s insurance and self-insurance programs
     
  Reviewing and recommending to the Board for approval authorization limits for the Committee and the Chief Executive Officer to approve expenditures

 

Nominating and Corporate Governance Committee

Scott C. Donnelly (Chair)
Richard H. Anderson
Randall J. Hogan III
Denise M. O’Leary
Kendall J. Powell
  Number of
meetings during
Fiscal Year 2017
4

 

Responsibilities:

 

  Formulating the Company’s policies and procedures for identifying a diverse pool of qualified director candidates and for evaluating and recommending candidates to the Board for nomination for election as directors
     
  Implementing the Committee’s policies to identify, evaluate and recommend to the Board individuals for the Board to nominate for election as directors
     
  Reviewing and making recommendations to the Board regarding whether members of the Board should stand for re-election
     
  Considering any resignation offered by a director
     
  Developing an annual evaluation process for the Board and its committees
     
  Recommending to the Board directors to serve as members of each committee and recommending any changes to the Board or standing committees that the Committee believes desirable
     
  Monitoring emerging corporate governance trends and overseeing and evaluating the Company’s corporate governance policies and programs to align with market best practices
     
  Reviewing the Company’s Principles of Corporate Governance at least annually and recommending changes to the Board to align with market best practices
     
  Reviewing shareholder proposals and recommending to the Board proposed Company responses to such proposals
     
  Reviewing, in accordance with the Company’s Related Party Transaction Policies and Procedures, transactions and relationships with related parties that are required to be approved or ratified thereunder
     
  Reviewing the Company’s Related Party Transactions Policies and Procedures on a periodic basis and recommending changes to the Board
     
  Reviewing the Company’s Standards for Director Independence, recommending any modifications to the standards deemed necessary for the proper governance of the Company, and providing at least annually to the Board the Committee’s assessment of which directors should be deemed independent directors
     
  Reviewing at least annually the requirements of a “financial expert” under the applicable rules of the SEC and NYSE and determining which directors are “financial experts”
     
  Overseeing and reviewing on a periodic basis the continuing education program for directors and the orientation program for new directors
     
  Providing advice to the Board regarding director compensation and benefits
     
  Reviewing the Company’s stock ownership guidelines for directors, monitoring compliance with such guidelines, and recommending changes to the Board
     
  Reviewing Medtronic’s corporate political contributions

 

 MEDTRONIC PLC   2017 Proxy Statement   24

 
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