Technology & Quality Committee Charter

(As amended through June 23, 2005)

The Technology and Quality Committee provides assistance to the board in its responsibilities concerning (a) the allocation of the corporation's resources to those scientific and technological efforts that offer the greatest potential growth to the corporation within the framework of the corporate objectives, (b) the adequacy and relevancy of the scientific and technical direction and the corporation's efforts, policies and practices in development and quality programs to meet the corporation's objectives and requirements for growth, and (c) evaluation of the processes in place for ensuring quality and safety of Medtronic products.

The Technology & Quality Committee shall consist of at least three directors. The Committee, on behalf of the board, shall:

  1. review the processes in place to assure product quality and safety issues;
  2. at least two times a year, review the results of product quality assessments by Medtronic and external product quality audits by the FDA and various notified bodies;
  3. review management recommendations regarding product recalls or other significant product safety/quality issues;
  4. receive and review managementís certification that its research operations are conducted in compliance with regulations governing good laboratory practices and standards for the ethical conduct of research involving animals or human subjects;
  5. review the results of and evaluate the effectiveness of the corporation's scientific and technological efforts and investments in developing new products and businesses;
  6. annually review progress on major scientific and technological programs; and
  7. evaluate the technological education, recognition and motivational programs and activities of the corporation.

In addition, the T&Q Committee shall act as a channel of communications between the board and the chief quality officer in matters concerning the quality processes in the corporation. It shall report all committee activities and findings to the board with recommendations for action when appropriate.