Shareholders elect the Board to oversee management and to assure that shareholder long-term interests are served. Through oversight, review, and counsel, the Board establishes and promotes Microsoft's business and organizational objectives. The Board oversees the Company's business affairs and integrity, works with management to determine the Company's mission and long-term strategy, performs the annual Chief Executive Officer evaluation, oversees CEO succession planning, establishes internal control over financial reporting, and assesses company risks and strategies for risk mitigation.

Accountability makes us a stronger company, more responsive and better aligned for success. Microsoft is a leader in adopting standards to increase accountability to shareholder, including majority voting for Board directors and Say on Pay advisory votes on executive compensation. We also actively engage on governance issues with a wide range of shareholders.

Over the course of Microsoft's history, the Board of Directors has developed corporate governance policies and practices to help it fulfill its responsibilities to shareholders. These governance policies are memorialized in these guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate the Company's business operations and to make decisions that are independent of the Company's management. The Board routinely reviews evolving practices to determine those that will best serve the interests of our shareholders.