The Compass - Medtronic

1 The CompassOur cOde Of cOnduct fOr living Out the MissiOnletter from Omar ishrak, chairman and ceOletter from tom schumacher, cecOiiiDear Colleagues, the Medtronic Mission guides our decisions and connects us to patients who depend on us. it compels us to conduct our business with dedication, honesty, integrity and service. demonstrating these values is the most important thing we can do as a business, regardless of our financial position or what our competitors are doing. Our code of conduct details the ethical standards and the framework under which we manage our business.

2 We must strive to embed the values reflected in the code into our culture. When we hold these values as a cultural standard, they will guide us when we are faced with the complicated issues of our times. A culture of integrity begins with our leaders, who must serve as models for employees, demonstrating honesty and inspiring accountability. As Medtronic adapts to our changing healthcare environment, we will work in new places around the world, provide products and therapies to those who previously could not attain them, and contribute to a transformation of healthcare by providing new services and solutions.

3 We may be challenged by the situations we encounter in this work, but i am proud we are committed to follow the laws of every country. Medtronic s code of conduct identifies how we should respond when we are presented with choices related to policies, laws and regulations. following the code is mandatory for all Medtronic employees expect each employee to know and follow the code, to ask questions if unsure about what to do, and to promptly report any concerns. Please take a few minutes to reread the code, and to think about what these requirements mean for you in your work.

4 Compliance with the code is everyone s responsibility, every day, and it s the only way we can truly fulfill our , Omar Ishrak, Chairman and CEODear Colleagues,this code of conduct is intended to provide you with the foundational standards and expectations of behavior for our workplace . the code sections are designed to reflect our shared ethical expectations of behavior with stakeholders we encounter, such as interacting with patients and customers, each other at work, our company and shareholders, governmental bodies, and our communities and environment.

5 While the code sets forth the foundational expectations of workplace behavior for all employees, more detailed company policies and procedures for specific job-related functions and tasks have been created and tailored to enable you to comply with the applicable laws and regulations around the world. each of us needs to understand and follow the code, and those laws, regulations, and company policies and procedures that apply to our specific jobs. Our responsibility to ensure compliance with the code, laws and company policies and procedures means we need to ask questions when unsure what to do, and report any violations.

6 Managers must address employees concerns about appropriate conduct promptly, and with care and respect. the code prohibits retaliation against anyone who raises a concern, and i am personally committed to fostering an environment that encourages people to raise concerns. if you see a violation of the code, you should tell your manager, internal legal or compliance representative, or you may call me directly. You may also call the Medtronic voice Your concern line, which allows you to submit an anonymous complaint in most hope you will enjoy the same pride as i do in working to fulfill the Medtronic Mission and the ethical values reflected in our code of conduct.

7 Sincerely,Tom Schumacher, CECO iiiiv Letter from Omar Ishrak, Chairman and CEO ..i Letter from Tom Schumacher, CECO ..i Mission Statement ..iv I. Introduction ..1 Our stakeholders ..2 Our guide to living out Our Mission ..3complying with the law ..3 Protecting Our reputation ..3respecting Our code ..3the importance of Asking Questions ..4voicing Your concerns ..4voice Your concern line ..6non-retaliation Policy ..6 II. Our Relationship with Each Other ..7employee Wellbeing ..8A safe & healthy Working environment ..8 workplace Environmental, Health and Safety.

8 9 Inclusion ..9 Harassment ..10 workplace violence Prevention and escalation .. 11 Substance Abuse ..11 Protecting employee Privacy ..12individual responsibility ..13 Manager & supervisor responsibility ..14 III. Our Relationship with Others ..15fair dealings ..16competitive information ..16 Quality commitment ..17 customer & Patient interactions ..18innovation through collaboration ..19 respecting the Patient-Physician relationship ..19 supporting Our Products ..20 Promoting Our Products ..20 Patient data Privacy & security.

9 21 Patient Data Privacy ..22 Patient Data Security ..23third Party relationships ..24 IV. Our Relationship with the Company & Shareholders ..25safeguarding Our Assets ..26investor & Media inquiries ..26confidential & Proprietary information ..26intellectual Property ..28 social Media ..29financial Accurate Accounting ..30 Records Management ..30 Falsification of of interest ..30 Gifts & Business Courtesies ..31 Outside Opportunities ..32 Personal Relationships ..32 V. Our Relationship with Regulators ..33clinical research.

10 34regulatory Affairs ..34fair competition & Antitrust laws ..34 Anti-corruption ..36 Bribery ..36 Gifts for Government Officials ..36securities laws & insider trading ..37international Boycotts & Sanctioned Countries ..38government Audits & investigations ..38 VI. Our Relationship with Our World ..39human rights & fair labor Practices ..40environmental sustainability ..40 Political Activity ..41global Philanthropy ..42 VII. Navigating the Gray ..43importance of a culture of ethics & integrity ..44the road to Wrong-doing ..44the right course.