Medtronic 2014 Annual Report Download - page 139

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 2014 Annual Shareholders’ Meeting are incorporated herein by reference. See also
“Executive Officers of Medtronic” on pages 19 to 20 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 Members of the Board of Directors 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 2014 Annual Shareholders’ Meeting are incorporated
herein by reference. The section entitled “Compensation Committee Report” in our Proxy Statement for our 2014 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 2014 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 2014 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 “Report
of the Audit Committee — Audit and Non-Audit Fees” in our Proxy Statement for our 2014 Annual Shareholders’ Meeting are
incorporated herein by reference.
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