Medtronic 2015 Annual Report Download - page 153

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) and changes in the Company’s internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered
by this annual report, our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company
(as defined in Exchange Act Rule 13a-15(f)). Management conducted an evaluation of the effectiveness of internal control over
financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was effective as of April 24, 2015. Our internal control over financial
reporting as of April 24, 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting
firm who has also audited our consolidated financial statements, as stated in their report in the section entitled “Report of
Independent Registered Public Accounting Firm,” which expresses an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting as of April 24, 2015, which is included in “Item 8. Financial Statements and
Supplementary Data” in this Annual Report on Form 10-K.
On January 26, 2015, the Company completed the acquisition of Covidien plc. As a result, management has excluded Covidien
plc from our assessment of internal control over financial reporting. Covidien plc is a wholly-owned subsidiary whose total
assets and total revenues represent 8 percent and 13 percent, respectively, of the related consolidated financial statement
amounts as of and for the year ended April 24, 2015.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the Company’s most recently
completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Item 9B. Other Information
On June 19, 2015, Medtronic’s Board of Directors set December 11, 2015 as the date for the Company’s 2015 Annual Meeting.
Because the date of the 2015 Annual Meeting is more than 30 days after the anniversary of Medtronic, Inc.’s 2014 annual
meeting of shareholders, in accordance with Rule 14a-5(f) under the Exchange Act, the Company has set a new deadline for
receipt of shareholder proposals submitted for inclusion in the Company’s proxy materials for the 2015 Annual Meeting in
accordance with Rule 14a-8 under the Exchange Act. In order to be considered timely, such proposals must be received no later
than the close of business on July 7, 2015. Proposals should be addressed to the Corporate Secretary at the Company’s principal
executive offices at 20 On Hatch, Lower Hatch Street, Dublin 2, Ireland, and must comply with Rule 14a-8 under the Exchange
Act regarding the inclusion of shareholder proposals in proxy materials.
Shareholders also have a right under the Company’s Memorandum and Articles of Association (the “Articles”) to nominate
individuals for election to the Board and to present a proposal before an annual meeting of shareholders that is not intended to
be included in the Company’s proxy statement by following specified procedures. For a shareholder proposal for the 2015
Annual Meeting that is not intended to be included in the Company’s proxy statement under Rule 14a-8, the shareholder must
(i) provide the applicable information required by the Articles and (ii) give timely notice to the Corporate Secretary at the
address above in accordance with the Articles not less than 50 days (October 22, 2015), nor more than 90 days (September 12,
2015), prior to the 2015 Annual Meeting.
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