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/ MSFT 2003 FORM 10-K
41
Part II, Item 9, 9A, Part III, Item 10, 11, 12, 13, 14
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
ITEM 9A. Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are
effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2003 that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Information with respect to Directors may be found under the caption “Election of Directors and Management Information” of our Proxy Statement for the Annual
Meeting of Shareholders to be held November 11, 2003 (the “Proxy Statement”). Such information is incorporated herein by reference.
The information in the Proxy Statement set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by
reference.
We have adopted the Microsoft Finance Code of Professional Conduct (the “finance code of ethics”), a code of ethics that applies to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and other finance organization employees. The finance code of ethics is publicly available on our website at
www.microsoft.com/msft. If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision
of the code to our Chief Executive Officer, Chief Financial Officer or Corporate Controller, we will disclose the nature of such amendment or waiver on that website
or in a report on Form 8-K.
ITEM 11. Executive Compensation
The information in the Proxy Statement set forth under the captions “Information Regarding Executive Officer Compensation” and “Information Regarding the
Board and its Committees – Director Compensation” is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information in the Proxy Statement set forth under the captions “Equity Compensation Plan Information” and “Information Regarding Beneficial Ownership of
Principal Shareholders, Directors, and Management” is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
The information set forth under the captions “Certain Relationships and Related Transactions” of the Proxy Statement is incorporated herein by reference.
ITEM 14. Principal Accounting Fees and Services
Information concerning principal accountant fees and services appears in the proxy statement under the heading “Fees Paid to Deloitte & Touche LLP” and is
incorporated herein by reference.