Board Members and Roles

The Microsoft board of directors has eight independent members, as well as directors CEO Steve Ballmer and Chairman Bill Gates. The board performs its duties through five committees:

The Antitrust Compliance Committee executes the duties assigned in the Final Judgment entered by the District Court at the end of the Microsoft antitrust case with the U.S. Department of Justice. Although the Final Judgment expired in May 2011, the committee continues to oversee internal programs and processes instituted to ensure compliance with antitrust and competition laws.

The Audit Committee provides oversight of the quality and integrity of the accounting, auditing, and reporting practices.

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 Finance Committee oversees Microsoft’s financial affairs.

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.