Corporate Governance, Code of Ethics, Corporate Social Responsibility Of MICROSOFT

Submitted to: NARASIMHA RAO

Submitted by: M.Rajesh Kumar P.Rajesh.

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Microsoft on the Topic: Corporate Governance Overview Corporate governance at Microsoft serves several purposes: To establish and preserve management accountability to Microsoft owners by appropriately distributing rights and responsibilities among Microsoft Board members, managers, and shareholders To provide a structure through which management and the Board of Directors set objectives and monitor performance To strengthen and safeguard our culture of business integrity and responsible business practices To encourage the efficient use of resources, and to require accountability for stewardship of those resources Key Issues and Solutions Strong corporate governance at Microsoft starts with a Board of Directors that is independent, engaged, and committed to creating long-term value for our shareholders. Our Board establishes, maintains, and monitors the standards and policies for business practices, ethics, and compliance throughout Microsoft, and works with management to set strategic business objectives, track performance, and institute strong financial controls. Good corporate governance helps create a foundation from which we can continue to deliver innovative technology solutions that provide opportunities for our customers and partners, as well as Microsoft, and that will produce long-term shareholder value. Role of the Board of DirectorsMicrosoft shareholders elect the Board of Directors to oversee company management and to ensure shareholders long-term interests are served. Through oversight, review, and counsel, the Board of Directors establishes and promotes Microsoft business and organizational objectives. The Board works with Microsoft management to determine the company's mission and long-term strategy; helps to ensure the company follows responsible business practices and operates with integrity and accountability; and oversees Microsoft business affairs. The Board also performs the annual CEO evaluation, oversees CEO succession planning, oversees internal controls over financial reporting, and assesses business risks and strategies for risk mitigation. Board CommitteesThe Microsoft Board of Directors has five committees: an Antitrust Compliance Committee; an Audit Committee; a Compensation Committee; a Governance and Nominating Committee; and a Finance Committee. Each committee is led by and composed solely of independent directors, and is responsible for the review and oversight of company activities in the areas designated in its charter.

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Corporate Governance GuidelinesOver the course of Microsoft history, the Board of Directors has developed corporate governance policies and practices to help it fulfill its responsibilities. These policies are set forth in the Corporate Governance Guidelines, to ensure the Board has the necessary authority and practices in place to review and evaluate Microsoft business operations and to make decisions that are independent of company management.

Corporate Governance Principles and PracticesThe Microsoft Board of Directors is committed to maintaining strong corporate governance principles and practices. The Board periodically reviews evolving legal, regulatory, and best practice developments to determine those that will best serve the interests of our shareholders. Examples of changes the Board of Directors has made to strengthen our corporate governance framework include: Amending our Bylaws to implement a majority vote standard for director elections. In an uncontested election, directors will be elected by the vote of the majority of votes cast. In a contested election, directors will be elected by the vote of a plurality of votes cast. A contested election is one in which the number of nominees exceeds the number of directors to be elected Implementing a Policy for Compensation Consultant Independence, which provides that the Compensation Committee will use a consultant who is independent and devoid of other significant business relationships with management and Microsoft Adopting formal stock ownership and holding requirements for Company executives, whereby each executive officer is required to maintain a minimum equity stake in Microsoft to promote a long-term perspective in managing the enterprise, and to align shareholder and executive interests Revising our Corporate Governance Guidelines to further strengthen our Boards annual evaluation process by adding individual director assessments in addition to the existing practice of performing Board and Committee assessments

Microsofts Board of Directors is committed to maintaining strong corporate governance principles and practices. The Board periodically reviews evolving legal, regulatory, and best practice developments to determine those that will best serve the interests of our shareholders. In support of this commitment, in the past 12 months we have adopted policies designed to strengthen our corporate governance framework including:

Amended our Bylaws to incorporate a majority vote standard for director elections as described above on page 1 Adoption of Majority Vote Standard for Director Elections. In an uncontested election, directors will be elected by the vote of the majority of the votes cast. In a contested election, directors will be elected by the vote of a plurality of the votes cast. A contested election is one in which the number of nominees exceeds the number of directors to be elected. Implemented a Policy for Compensation Consultant Independence, which provides that the 3

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Compensation Committee will use a consultant who is independent and devoid of other significant business relationships with management and Microsoft. Adopted formal stock ownership and holding requirements for Company executives whereby each executive officer is required to maintain a minimum equity stake in Microsoft to promote a long-term perspective in managing the enterprise, and to align shareholder and executive interests. Revised our Corporate Governance Guidelines to further strengthen our Boards annual evaluation process by adding individual director assessments in addition to the existing practice of performing Board and Committee assessments. Introduction

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 guidelines are subject to future refinement or changes as the Board may find necessary or advisable for Microsoft in order to achieve these objectives. Role of the Board Shareholders elect the Board to oversee management and to assure that shareholder longterm 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, and establishes internal control over financial reporting.

The Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Companys processes to manage business and financial risk and financial reporting risk. It also reviews the Companys policies for risk assessment and assesses steps management has taken to control significant risks. The Finance Committee oversees investment, tax, foreign exchange and other financial risks. The Compensation Committee oversees risks relating compensation programs and policies. The Antitrust Compliance Committee oversees competition law related risks. In each case management periodically reports to the Board or relevant committee, which provides guidance on risk appetite, assessment and mitigation. Each committee charged with risk 4

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oversight reports up to the board on those matters. The Board recognizes that the long-term interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders, including employees, customers, suppliers, government, and the public. Board Composition and Selection; Independent Directors
1.

Board Size. The Board believes 8 to 11 members is an appropriate size based on the Company's present circumstances. The Board periodically evaluates whether a larger or smaller slate of directors would be preferable. Selection of Board Members. The Companys shareholders elect Board members annually, except for Board action to fill vacancies. The Governance and Nominating Committee is responsible for recommending to the Board director candidates for nomination and election. The Governance and Nominating Committee annually reviews with the Board the applicable skills and characteristics required of Board nominees in the context of current Board composition and Company circumstances. In making its recommendations to the Board, the Governance and Nominating Committee considers, among other things, the qualifications of individual director candidates in light of the Board Membership Criteria described below. The Governance and Nominating Committee uses a variety of sources, including executive search firms and shareholder recommendations, to identify director candidates. The Committee retains any search firms and approves payment of their fees.

2.

The Governance and Nominating Committee will consider candidates recommended by shareholders. Shareholders wishing to suggest director candidates should submit their suggestions in writing to the attention of the Corporate Secretary of the Company, providing the candidate's name and qualifications for service as a Board member, a document signed by the candidate indicating the candidate's willingness to serve, if elected, and evidence of the shareholder's ownership of Company stock. A shareholder wishing to formally nominate a candidate must do so by following the procedures described in Article 1 of the Companys Bylaws. The Board nominates director candidates for election by the shareholders and fills any Board vacancies that occur between shareholder elections pursuant to the Company's Bylaws.
3.

Board Membership Criteria. The Governance and Nominating Committee works with the Board on an annual basis to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education, and public service. Characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Board takes into account many factors, including general understanding of marketing, finance,

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and other disciplines relevant to the success of a large publicly traded company in today's business environment; understanding of the Company's business and technology; educational and professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company's business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience. In determining whether to recommend a director for re-election, the Governance and Nominating Committee also considers the director's past attendance at meetings, participation in and contributions to the activities of the Board, and the results of the most recent Board self-evaluation.
4.

Board Composition Mix of Management and Independent Directors. The Board intends that, except during periods of temporary vacancies, a substantial majority of its directors will be independent. The Governance and Nominating Committee of the Board has established director independence guidelines to assist it in determining the independence of a director, which will either meet or be more restrictive than the definition of "independent director" in the listing standards of the Nasdaq Stock Market, and applicable laws and regulations. The Board will also consider all other relevant facts and circumstances bearing on independence. Term Limits. The Board does not believe it should limit the number of terms for which an individual may serve as a director. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company's history, policies, and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and nomination process described in these guidelines. Election of Directors. As provided in Article 2 of the Companys Bylaws, in an uncontested election directors will be elected by the vote of the majority of the votes cast. In a contested election, the directors will be elected by the vote of a plurality of the votes cast.

5.

6.

7. votes cast.
8.

Retirement Policy. The Board believes that 75 is an appropriate retirement age for directors. Directors generally will not be nominated for re-election at any annual shareholder meeting following their 75th birthday. Directors with Significant Job Changes. The Board believes that any director who retires from his or her present employment, or who materially changes his or her position, should offer to resign from the Board. The Board, and specifically the Governance and Nominating Committee, will then evaluate whether the Board should accept the resignation based on a review of whether the individual continues to satisfy the Board's membership criteria in light of his or her new occupational

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status.
10. CEO,

Chairman, and Lead Independent Director. The Board selects the Company's CEO and Chairman in the manner that it determines to be in the best interests of the Company's shareholders. The Board does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management. When the Chairman is an affiliated director or a member of Company management, or when the independent directors determine that it is in the best interests of the Company, the independent directors will annually appoint from among themselves a Lead Independent Director. The Lead Independent Director coordinates the activities of the independent directors, coordinates with the CEO and corporate secretary to set the agenda for Board meetings, chairs executive sessions of the independent directors, and performs the other duties either specified in these guidelines or assigned from time to time by the Board. Boards and Committees. Without specific approval from the Board, no director may serve on more than five public company boards (including the Company's Board) and no member of the Audit Committee may serve on more than three public company audit committees (including the Company's Audit Committee). In addition, directors who also serve as CEOs or in equivalent positions generally should not serve on more than two public company boards, including the Company's Board, in addition to their employer's board. In calculating service on a public company board or audit committee, service on a board or audit committee of a parent and its substantially owned subsidiary counts as service on a single board or audit committee. Any Audit Committee member's service on more than three public company audit committees will be subject to the Board's determination that the member is able to effectively serve on the Company's Audit Committee and the disclosure of that determination in the Company's annual proxy statement. The Governance and Nominating Committee and the Board will take into account the nature of and time involved in a director's service on other boards in evaluating the suitability of individual directors and making its recommendations to Company shareholders. Service on boards and/or committees of other organizations should be consistent with the Company's conflict of interest policies.

11. Other

12. Board Meetings; Involvement of Senior Management and Independent Advisors

13. Board

Meetings Frequency. The Board will generally hold four regularly scheduled meetings per year and will hold additional special meetings as necessary. In addition, the Board generally has an informal meeting each quarter to review and discuss the Company's business performance. Each director is expected to attend both scheduled and special meetings, except if unusual circumstances make attendance impractical. Meetings Agenda. The Lead Independent Director, or the Chairman of the Board if there is no Lead Independent Director, coordinates with the CEO and corporate secretary to set the agenda for each Board meeting, taking into account suggestions from other members of the Board. The agenda for each Board meeting
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14. Board

will be distributed in advance to each director.

15. Advance

Distribution of Materials. All information relevant to the Board's understanding of matters to be discussed at an upcoming Board meeting should be distributed in writing or electronically to all members in advance, whenever feasible and appropriate. Each director is expected to review this information in advance of the meeting to facilitate the efficient use of meeting time. In preparing this information, management should ensure that the materials distributed are as concise as possible, yet give directors sufficient information to make informed decisions. The Board recognizes that certain items to be discussed at Board meetings are of an extremely sensitive nature and that the distribution of materials on these matters prior to Board meetings may not be appropriate. to Employees. The Board should have access to Company employees to ensure that directors can ask all questions and glean all information necessary to fulfill their duties. The Board may specify a protocol for making such inquiries. Management is encouraged to invite Company personnel to any Board meeting at which their presence and expertise would help the Board have a full understanding of matters being considered. to Independent Advisors. The Board and its committees have the right at any time to retain independent outside auditors and financial, legal, or other advisors. The Company will provide appropriate funding, as determined by the Board or any committee, to compensate those independent outside auditors or advisors, as well as to cover the ordinary administrative expenses incurred by the Board and its committees in carrying out their duties. Consultant Independence. The Compensation Committee has sole authority to retain and terminate compensation consultants that advise the Compensation Committee, as it deems appropriate, including sole authority to approve the consultants fees and other retention terms. It is the policy of the Compensation Committee that any compensation consultant retained by the Compensation Committee must be independent of Company management. A consultant satisfying the Companys Compensation Consultant Independence Standards will be considered independent for purposes of this policy. Sessions of Independent Directors. The independent directors of the Company will meet regularly in executive session, i.e., without management present, at least quarterly each fiscal year. Executive sessions of the independent directors will be called and chaired by the Lead Independent Director, or the Chairman of the Board if there is no Lead Independent Director. These executive session discussions may include such topics as the independent directors determine.

16. Access

17. Access

18. Compensation

19. Executive

Communications with Shareholders 8

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18. Shareholder

Communications to the Board. Shareholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by the following means:

Mail: MSC 123/9999 Corporate Secretary Microsoft Corporation One Microsoft Way Redmond, WA 98052-6399 E-mail: AskBoard@microsoft.com

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. The Company will initially receive and process communications before forwarding them to the addressee. Communications also may be referred to other departments within the Company. The Company generally will not forward to the directors a communication that it determines to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information about the Company. Concerns about questionable accounting or auditing matters or possible violations of the Microsoft Standards of Business Conduct should be reported pursuant to the procedures outlined in the Standards of Business Conduct, which are available on the Company's Web site at www.microsoft.com/investor/corporategovernance.
19. Attendance

at Annual Shareholder Meeting. Each director is encouraged to attend the Company's annual meeting of shareholders

Performance Evaluation; Development and Succession Planning

20. Annual

CEO Evaluation. The Chairman of the Governance and Nominating Committee leads the Governance and Nominating Committee in conducting a review of the performance of the CEO at least annually. The Governance and Nominating Committee establishes the evaluation process for the review of the CEOs performance. The evaluation results are reviewed and discussed with the independent directors, and the results are communicated to the CEO. and Succession Planning. A primary responsibility of the Board is planning for CEO succession and overseeing the identification and development of executive talent. The Board, with the assistance of the Compensation Committee and working with the CEO and human resources department, oversees executive officer development and corporate succession plans for the CEO and other executive officers to provide for continuity in senior management.

21. Development

As part of the annual officer performance evaluation process, the Compensation Committee works with the CEO to plan for CEO succession. The succession plan covers identification 9

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of internal candidates, development plans for internal candidates, and as appropriate identification of external candidates. The Board annually reviews the Compensation Committees recommended development and succession plan. The criteria used to assess potential CEO candidates are formulated based on the Companys business strategies, and include strategic vision, leadership, and operational execution. The Board maintains an emergency succession contingency plan should an unforeseen event such as death or disability occur that prevents the CEO from continuing to serve. The plan identifies the individuals who would act in an emergency and their responsibilities. The contingency plan is reviewed by the Board annually and revised as appropriate. The Board may review development and succession planning more frequently as it deems necessary or desirable.
22. Board

and Committee Self-Evaluation. The Governance and Nominating Committee is responsible for conducting an annual evaluation of the performance of the Board and each of its members. In addition, each committee is responsible for conducting an annual performance evaluation. Evaluation results are reported to the Board. The Governance and Nominating Committee's report should generally include an assessment of the Board's compliance with the principles set forth in these guidelines, as well as identification of areas in which the Board could improve its performance. Each committee's report generally should include an assessment of the committee's compliance with the principles set forth in these guidelines, the committee's charter, and identification of areas in which the committee could improve its performance. Compensation

23. Board

Compensation Review. Generally, the Board believes that the level of director compensation should be based on time spent carrying out Board and committee responsibilities and be competitive with comparable companies. In addition, the Board believes that a significant portion of director compensation should align director interests with the long-term interests of shareholders. Company management should periodically report to the Board how the Company's director compensation practices compare with those of other large public corporations. The Board should make changes in its director compensation practices only upon the recommendation of the Compensation Committee, and following discussion and unanimous concurrence by the Board. Stock Ownership. The Board believes that, in order to align the interests of directors and shareholders, directors should have a significant financial stake in the Company. Each director should own shares equal in value to a minimum of three times the base annual retainer payable to a director and this ownership level should be achieved by the later of February 28, 2011 or five years after the director has become a board member. Stock deferred under a non-qualified deferred compensation arrangement shall count towards the minimum ownership requirement. The Board will evaluate whether exceptions should be made for any

24. Director

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director on whom this requirement would impose a financial hardship. Committees

25. Number

and Type of Committees. The Board has five committees: an Audit Committee, a Compensation Committee, a Governance and Nominating Committee, a Finance Committee, and an Antitrust Compliance Committee. The Board may add new committees or remove existing committees as it deems advisable in the fulfillment of its responsibilities. Each committee will perform its duties as assigned by the Board in compliance with Company Bylaws and the Committee's charter. Committee duties may be described briefly as follows:

Audit Committee. The Audit Committee oversees the work of the Company's financial reporting and internal audit processes. The committee is directly responsible for the appointment, compensation, retention, and oversight of the Company's independent auditors. Compensation Committee. The Compensation Committee recommends to the Board the compensation of the Chief Executive Officer and determines the compensation of the other executive officers. Governance and Nominating Committee. The Governance and Nominating Committee is responsible for recommending to the Board individuals to be nominated as directors. The committee evaluates new candidates and current directors, and performs other duties as described elsewhere in these guidelines. Finance Committee. The Finance Committee monitors the present and future capital requirements and opportunities pertaining to the Company's business and provides guidance with respect to major financial policies of the Company. Antitrust Compliance Committee. The Antitrust Compliance Committee oversees the Company's compliance with the Final Judgment entered by the District Court for the District of Columbia in State of New York et al. v. Microsoft Corp., No. 98 1232 (the "Final Judgment"), including the hiring and performance of the compliance officer called for under the Final Judgment.

26. Composition

of Committees; Committee Chairpersons. The Audit, Compensation, Governance and Nominating, and Antitrust Compliance Committees consist solely of independent directors. The Board is responsible for the appointment of committee members and committee chairpersons according to criteria that it determines to be in the best interest of the Company and its shareholders. The full Board considers periodic rotation of committee members and chairs, taking into account the desirability of rotation of committee members and chair, the benefits of continuity and experience, and applicable legal, regulatory and stock exchange listing requirements.

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27. Committee

Meetings and Agenda. The chairperson of each committee is responsible for developing, together with relevant Company managers, the committee's general agenda and objectives and for setting the specific agenda for committee meetings. The chairperson and committee members will determine the frequency and length of committee meetings consistent with the committee's charter.

Code of ethics
We recognize that computer software is protected by various intellectual property laws and treaties. Unauthorized copying, distribution and use of computer software is illegal, unethical, and against the principles of our company. We denounce such activities and agree to the following rules of business conduct:

We will not engage in or tolerate the unauthorized copying, distribution, or use of computer software under any circumstances, including without limitation:

Copying, distribution, or use of counterfeit, infringing and/or unauthorized software and related components. This includes but is not limited to: CD-ROMs, Certificates of Authenticity (COAs), End User License Agreements (EULAs), manuals and/or other component distributed with software programs

Coping, distribution, or use of OEM software with PCs other than those for which they are intended. If software is intended for distribution on PCs other than those manufactured or distributed by this Company, then this Company will not copy the software on or distribute it with its own PCs. Company will not copy, distribute, or use OEM or other software programs in any manner not authorized by the software publisher. Copying, distribution, or use of OEM, academic, beta, fulfillment, evaluation, Not for Resale (NFR), or other versions of software programs in a manner that is inconsistent with the applicable distribution and licensing terms authorized by the software publisher. Copying, distribution, or use of CD-ROMs, EULAs, COAs, manuals, or other software components in a manner that is inconsistent with the applicable distribution and licensing terms authorized by the software publisher. We will instruct all customers, employees, and users of computer software about the proper distribution and use of the programs based on the accompanying software licenses. We will implement company policies, control mechanisms, and penalties that will prevent the possibility of illegal or unauthorized copying, distribution, and use of computer software. We agree to bear full legal responsibility and consequences for any illegal or unauthorized copying, distribution, or use of computer software by our company and our employees acting within the scope of their employment.

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Corporate Social Responsibility

Microsoft is cutting its European PR budget for corporate social responsibility activities, instead applying funds to promoting products like Windows 7, Office and Xbox, reports PR Week. PR Week reports that similar cuts are in the works in Asia and that they are imminent in the United States. Through a spokesperson, Microsoft released a comment to Environmental Leader. The economic downturn has obviously meant that every company is taking a hard look at their spending, but Microsoft remains committed to our citizenship and corporate social responsibility efforts, the spokesperson said. Given the current economic climate, we are working harder than ever to understand the needs and priorities of governments in the countries where we operate, and to use our resources and expertise to help address those needs. The spokesperson said Microsoft would continue to invest in its Unlimited Potential programs. PRWeek, quoting Microsoft account directors at PR agencies, said the CSR PR cuts include the Imagine Cup student technology competition and communications efforts about human trafficking. Additionally, a BizSpark initiative that couples business start-ups with Microsoft software is under pressure, along with the Unlimited Potential community technology program. Sources said not all programs would be cut entirely, but that spending and emphasis was going down. In responding to the economic downturn, Microsoft is looking toprotect its business lines first, according to PRWeek. Its estimated that Microsoft spends up to $15 million annually on PR support for its CSR efforts, according to the article. Microsoft has long been a public proponent of CSR efforts. Here is the companys mini-site on CSR. The company recently has put great emphasis into green marketing for IT, including the slogan Green is the new black, which was featured prominently on the firms home page during Earth Week. The article estimated that Microsoft was cutting European CSR promotions by 25 percent. Its unclear what portion of those cuts may involve PR about environmental stewardship. In the U.S., Waggener-Edstrom handles PR for Microsofts CSR efforts. Edelman has Microsofts UK and Asia PR accounts. Weber Shandwick handles the rest of Europe, according to PRWeek. A 2008 survey showed that 80 percent of the Fortune 50 companies publicly reported their CSR and environmental stewardship efforts online. A more recent survey showed that nearly 60 percent of corporate marketers expect their companies to increase environmental sustainability initiatives over the next two to three years, despite the poor economy. 13
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Additional Information

For more information about corporate governance at Microsoft, see http://www.microsoft.com/about/companyinformation/corporategovernance/default.mspx or the Microsoft 2007 Proxy Statement at http://www.microsoft.com/msft/reports/proxy2007.mspx. For more information, press only: Rapid Response Team, Waggener Edstrom Worldwide, (503) 443-7070, mrrt@waggeneredstrom.com

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