Medtronic 2012 Annual Report Download - page 140

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123
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees,” “Governance
of Medtronic — Committees of the Board and Meetings,” “Governance of Medtronic — Audit Committee,”
“Governance of Medtronic — Audit Committee — Audit Committee Independence and Financial Experts,”
“Governance of Medtronic — Nominating and Corporate Governance Committee,” and “Share Ownership
Information — Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for our
2012 Annual Shareholders’ Meeting are incorporated herein by reference. See also “Executive Officers of
Medtronic” on pages 16 to 17 herein.
We have adopted a written Code of Ethics that applies to our Chief Executive Officer, Chief Financial
Officer, Corporate Treasurer, Corporate Controller, and other senior financial officers performing similar
functions who are identified from time to time by the Chief Executive Officer. We have also adopted a
written Code of Business Conduct and Ethics for Members of the Board of Directors. The Code of Ethics
for Senior Financial Officers, which is part of our broader Code of Conduct applicable to all employees,
and the Code of Business Conduct and Ethics for Board members are posted on our website,
www.medtronic.com under the “Investors” caption and then under the “Corporate Governance” subcaption.
Any amendments to, or waivers for executive officers or directors of, these ethics codes will be disclosed on
our website promptly following the date of such amendment or waiver.
Item 11. Executive Compensation
The sections entitled “Governance of Medtronic — Director Compensation,” “Governance of
Medtronic — Compensation Committee — Compensation Committee Interlocks and Insider Participation,”
“Compensation Discussion and Analysis (CD&A),” and “Executive Compensation” in our Proxy Statement
for our 2012 Annual Shareholders’ Meeting are incorporated herein by reference. The section entitled
“Compensation Committee Report” in our Proxy Statement for our 2012 Annual Shareholders’ Meeting
is furnished herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The sections entitled “Share Ownership Information – Significant Shareholders,” “Share Ownership
Information – Beneficial Ownership of Management,” and “Executive Compensation — Equity
Compensation Plan Information” in our Proxy Statement for our 2012 Annual Shareholders’ Meeting are
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The sections entitled “Proposal 1 — Election of Directors — Director Independence” and “Proposal
1 — Election of Directors — Related Transactions and Other Matters” in our Proxy Statement for our 2012
Annual Shareholders’ Meeting are incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The sections entitled “Governance of Medtronic — Audit Committee — Audit Committee Pre-
Approval Policies” and “Audit and Non-Audit Fees” in our Proxy Statement for our 2012 Annual
Shareholders’ Meeting are incorporated herein by reference.