Board Members and Roles

The Microsoft board of directors has nine independent members, as well as non-independent members CEO Steve Ballmer and chairman Bill Gates. The board performs its duties through four committees:

The Regulatory and Public Policy Committee retains oversight of the company’s competition law compliance and will also be responsible for overseeing the company’s policies and programs that relate to certain additional legal, regulatory, and compliance matters.

The Audit Committee provides oversight of the quality and integrity of the accounting, auditing, and reporting practices and takes over the former Finance Committee’s responsibilities related to tax planning and compliance, the company’s investment policies, and the management of portfolio investment risk.

The Compensation Committee provides oversight relating to compensating executive officers, adoption of policies that govern compensation and benefit programs, and plans for executive officer development and succession.

The Governance and Nominating Committee determines the slate of director nominees for election to the board of directors; identifies and recommends candidates to fill vacancies occurring between annual shareholder meetings; reviews, evaluates, and recommends changes to the company’s corporate governance guidelines; and reviews the company’s policies and programs that relate to matters of corporate citizenship, including public issues of significance to the company and its stakeholders.