Business English Upper Intermediate

1. Business English Upper Intermediate • U2W09 • John Silberstein • johnsilb@aol.com

2. Agenda • Presentations: Alex Helck, Alex Rohrmann, Chris Fischer • Corporate Governance: Microsoft: Continued

3. Management Corporate Governance: Microsoft • Role of the Board • 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…

4. Management Corporate Governance: Microsoft • Board Composition and Selection; Independent Directors • Board Size. The Board believes 8 to 11 members is an appropriate size based on the Company's present circumstances… • Selection of Board Members. The Company’s shareholders elect Board members annually, except for Board action to fill vacancies… • 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… • 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… • Term Limits. The Board does not believe it should limit the number of terms…

5. Management Corporate Governance: Microsoft • Board Composition and Selection; Independent Directors – Cont. • Election of Directors… • Retirement Policy… • Directors with Significant Job Changes… • Selection of CEO and Chairman;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… • Other 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)

6. Management Corporate Governance: Microsoft • Board Meetings; Involvement of Senior Management and Independent Advisors • Board Meetings – Frequency. • Board Meetings – Agenda. • Advance Distribution of Materials. • Access to Employees.  • Access to Independent Advisors. • Compensation Consultant Independence. • Executive Sessions of Independent Directors.

7. Management Corporate Governance: Microsoft • Communications with Shareholders • 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 123/9999Corporate SecretaryMicrosoft CorporationOne Microsoft WayRedmond, WA 98052-6399 • E-mail:  AskBoard@microsoft.com • Attendance at Annual Shareholder Meeting. Each director is encouraged to attend the Company's annual meeting of shareholders

8. Management Corporate Governance: Microsoft • Performance Evaluation; Succession Planning • Annual CEO Evaluation. • Succession Planning. • Board and Committee Self-Evaluation.

9. Management Corporate Governance: Microsoft • Committees • Number and Type of Committees • Audit Committee • Compensation Committee • Governance and Nominating Committee • Finance Committee • Antitrust Compliance Committee

10. Management Corporate Governance: Microsoft

11. Management Corporate Governance: Microsoft

12. Management Corporate Governance Compare Microsoft with a professional corporation. Pepper Hamilton is a classic “Philadelphia” law firm and has been in existence for over 120 years. As a lawyer working for a firm such as Pepper Hamilton, your goal is to become a Partner. As a partner, you have an ownership interest in the organization. With a firm such as Pepper Hamilton, you will have to purchase you ownership interest. At a small firm, you may be given your ownership interest because you add considerable value to the organization.

13. Management Corporate Governance • Pepper Hamilton Leadership • EXECUTIVE COMMITTEE • Matthew H. AdlerVincent V. CarissimiThomas J. Cole, Jr.John P. DukeBruce K. FentonNina M. Gussack, ChairJeremy HeepRobert E. HeideckDusty Elias KirkGeorge A. Lehner, Vice ChairWilliam A. Scari, Jr.David B. Stratton

14. Management Corporate Governance • Pepper Hamilton Leadership • Department and Practice Group Chairs • Commercial Department • Cary S. Levinson and Michael H. Friedman (co-chairs) • Corporate and Securities - Michael H. FriedmanCorporate Restructuring and Bankruptcy -            Robert S. Hertzberg and David B. Stratton (co-chairs)Employee Benefits - Jonathan A. Clark and David M. KaplanFinancial Services - Richard P. EckmanReal Estate - Norman B. Berlin and Dusty Elias Kirk (co-chairs)Tax - Joan C. ArnoldTrusts and Estates - Mark S. Blaskey • Litigation and Dispute Resolution Department • Francis P. Devine, III and Laurence Z. Shiekman (co-chairs) • Commercial Litigation - Amy B. GinenskyConstruction - Bruce W. FickenEnvironmental - John W. CarrollHealth Effects Litigation - Nina M. GussackInsurance - Deborah F. CohenIntellectual Property - Vincent V. CarissimiLabor and Employment - Jonathan Kane