1. Corporate governance at Microsoft
Our Board of Directors believes that effective corporate governance creates the foundation that allows Microsoft to pursue its mission. Corporate governance at Microsoft
is designed to promote the long-term interests of our shareholders, maintain internal checks and balances, strengthen management accountability, inspire public trust, and foster responsible decision making and accountability.
Corporate governance
The Board of Directors provides operational and strategic oversight
The Board oversees business affairs and integrity, works with management to determine the Companys mission and long-term strategy, oversees risk management,
performs the annual Chief Executive Officer (CEO) evaluation, oversees CEO succession planning, and oversees internal control over financial reporting and external audit. In addition, Board committees focus on the following:
|
|
|
Audit |
|
Financial reporting; internal and
external audit; cybersecurity, including with the Regulatory and Public Policy Committee; certain other risks not otherwise assigned |
|
|
|
Compensation
|
|
Compensation and benefits; success and
development plans; human capital management, including with the Regulatory and Public Policy Committee |
|
|
|
Governance and
Nominating |
|
Board effectiveness, director
qualifications and continuing education, shareholder engagement, governance framework |
|
|
|
Regulatory and Public Policy |
|
Corporate social responsibility;
government relations activity and political activities and expenditures; certain legal, regulatory, and compliance matters |
Management drives our strategy and operations
Led by the CEO, the Senior Leadership Team is responsible for achieving our mission, establishing and delivering on our strategy, creating our culture, inspiring and
creating innovative products, establishing accountability, and controlling risk. The Senior Leadership Team also aligns our structure, operations, people, policies, and compliance efforts to our mission and strategy. The Senior Leadership Team
consists of those leading particular engineering, business, and sales and marketing groups, as well as those leading central functions like finance and legal and compliance. Members of the Senior Leadership Team appear before the Board regularly,
with most attending a Board or committee session each quarter, and also interact with the directors outside the boardroom.
In addition, those representing certain
core functions also regularly appear before the Board and its committees. Representatives from the Companys Corporate, External, and Legal Affairs group address public policy, regulatory, government affairs, compliance, legal risk, and other
issues. The Companys Enterprise Risk Management group anticipates, identifies, assesses, and prioritizes risks, and, through regular reporting and discussion, assists our directors with governance of risk. Microsofts internal audit
function provides objective audit, investigative, and advisory services aimed at providing assurance to senior leadership and the Board that the Company is anticipating, identifying, assessing, and prioritizing risks. Our Tax and Treasury
departments report regularly to the Board. Our Corporate Development team, along with others, assists the Board in its governance of strategic acquisitions. Our Board and its committees also work closely with representatives from the Companys
human resources function.
The Company engages with shareholders
The
Company maintains an active dialogue with shareholders to ensure that a diversity of perspectives is thoughtfully considered on issues including strategy, business performance, risk, culture and human capital, compensation practices, and corporate
social responsibility. Our Offices of Investor Relations and the Corporate Secretary coordinate this engagement, often including a director, and report relevant results to the Board and its committees. Last year, the Office of the Corporate
Secretary engaged shareholders representing over 46% of our shares, and our Investor Relations group engaged shareholders representing over 50% of our shares.
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|