Medtronic 2016 Annual Report Download - page 147

Table of Contents
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PART III
Part III of this Annual Report on Form 10-K incorporates information by reference from our 2016 definitive proxy statement,
which will be filed no later than 120 days after April 29, 2016.
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,” and “Share Ownership Information — Section 16(a) Beneficial Ownership Reporting Compliance”
in our Proxy Statement for our 2016 Annual General Meeting of Shareholders, which will be filed no later than 120 days after
April 29, 2016, are incorporated herein by reference. See also “Executive Officers of Medtronic” 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 "About Medtronic" menu, under the “Investors” caption, and 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 2016 Annual General Meeting of Shareholders, which will be filed
no later than 120 days after April 29, 2016, are incorporated herein by reference. The section entitled “Compensation Committee
Report” in our Proxy Statement for our 2016 Annual General Meeting of Shareholders, which will be filed no later than 120 days
after April 29, 2016, 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 2016 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 29, 2016, 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 2016 Annual General Meeting of Shareholders, which
will be filed no later than 120 days after April 29, 2016, 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 2016 Annual General Meeting of Shareholders, which will be filed no later than
120 days after April 29, 2016, are incorporated herein by reference.