Voicing your concern is asking a legal, compliance, policy, or ethics question; raising a concern; or reporting wrongdoing or misconduct. Medtronic encourages open and honest communication of concerns and the Voice Your Concern Policy helps us uncover and address integrity and ethics issues early, while they are more easily resolved. Where to raise a concern depends in some degree on the nature of the issue and the people involved. In most cases, your manager, your local Employee Relations representative, or another trusted partner within your operating unit or geography is closest to the issue and may be the best place to go for a quick response.

Depending on the issue or individuals involved, local reporting may not always make sense or may be uncomfortable. Other options include:

• An operating unit or geography compliance
• Medtronic legal counsel
• The Medtronic Office of Ethics & Compliance

You may also use the Voice Your Concern Line – a 24-hour, toll-free or online service operated by an independent company. Use of anonymous reporting is subject to the laws of your geography.

VOICE YOUR CONCERN LINE

• http://www.voiceyourconcernline.com
• U.S., Canada, and Puerto Rico: Dial 1-800-488-3125
• All Other Geographies: visit http://www.voiceyourconcernline.com for specific dialing instructions. Select the country in which you are located and follow the directions to report by telephone or online.

People may not raise concerns because they believe "nothing will happen." Medtronic is committed to responding to employees who raise a good faith concern about a potential issue. To protect the privacy of those involved, however, we may not always be able to share the details or the outcome of an investigation with employees. If you have reported a concern locally to management and feel the situation was not resolved, you should escalate the issue to higher management, contact the Office of Ethics & Compliance, or submit your report and concerns to the Voice Your Concern Line.

If you see, hear, or otherwise learn about improper conduct, you must speak up. This basic rule applies to everyone who works for, or on behalf of, Medtronic anywhere in the world. If you fail to report misconduct you know about, you are violating a key requirement of our Code of Conduct and may be subject to disciplinary action.

Face-to-face discussions are often best, but there may be times when you may not feel comfortable talking to someone in person or you may prefer to remain anonymous.

The Voice Your Concern Line allows you to report your concerns anywhere, anytime, and, in most geographies, you can make a report anonymously. When calling or reporting your concern through the web-based form to the Voice Your Concern Line, you are not required to provide your name or other information that might identify you. All calls and electronic web reports are caller/user-identification blocked, and because the website is hosted by a third-party, you do not need to have access to the Medtronic internal network to submit your report.

If you choose to remain anonymous, Medtronic may be limited in its investigation and response. Investigators need to know sufficient information about the report to conduct an investigation. Should you later choose to disclose your identity, Medtronic will handle all reports with discretion and strive to maintain your confidentiality.

Whether you choose to remain anonymous or to disclose your identity, Medtronic will handle the report with discretion and make every effort to maintain your confidentiality.

In some situations, your identity may become known during the course of the investigation. Also, there may be times when Medtronic has a legal obligation to make information about reported compliance issues available to third parties. If this occurs, Medtronic will make every effort to protect your identity. Please be assured that Medtronic does not tolerate retaliation against anyone who raises a concern or reports suspected misconduct in good faith.

Any employee who seeks advice, raises a concern, or reports suspected misconduct in good faith is doing the right thing. Medtronic will not tolerate retaliation against that person. Anyone who engages in retaliatory action will face discipline, which may include any form of discipline up to and including termination – regardless of that person's stature within the company.

If you believe that you or someone you know has been retaliated against for raising an ethical or compliance-related issue, immediately contact one of your Ethics and Compliance Resources.

Anytime you see, hear, or learn of potential misconduct or other violations of the Medtronic Code of Conduct, policies, procedures, or law, you must voice your concern as soon as possible. Many resources have been made available for employees to raise concerns, to include those listed here. It’s also important that you speak up if you need advice about an ethics or compliance concern. Timely reports allow for early intervention and may stop a small issue from developing into a bigger problem.

Significant misconduct must be reported immediately. Significant misconduct is any situation which may:

• be potentially illegal – for example, a possible violation of laws that prohibit fraud or kickbacks;
• violate our Code of Conduct or Medtronic policies – for example, our Business Conduct Standards or Quality Policy;
• expose Medtronic, its employees, officers, or directors to liability; or
• damage the reputation of Medtronic.

You must voice your concern if you believe that you may have been involved in potential misconduct when doing something on behalf of Medtronic. All Medtronic employees and agents are expected to know and follow the laws and company policies that are applicable to their jobs.

You must voice your concern if you receive information about potential misconduct from another person. Sometimes managers learn about potential misconduct from their direct reports or employees hear about suspected misconduct from other sources. If you receive information about potential misconduct, you must voice your concern.

Regardless of the resource you use to raise a concern, the following are some examples of the types of issues you must report:

• Benefits offered or given to a customer to encourage or reward the purchase of products;
• Bribery or attempted bribery of government officials, customers, or others;
• Accepting or giving kickbacks or impermissible gifts;
• Medtronic promotion of products for unapproved (off-label) uses;
• Any false statement to a government entity, particularly in applying for benefits from any government healthcare program;
• Any ineligibility of a Medtronic employee or someone acting on its behalf to work with U.S. federal government programs because of misconduct;
• Misuse of Medtronic funds or property, including theft, fraud, embezzlement or disclosure of confidential information;
• Failure to adhere to applicable accounting standards, policies, or financial reporting requirements;
• Breaches of protection of personal identifying information;
• Exchange of pricing or other proprietary information with competitors or other anti-competitive behavior;
• Falsification of research, development, production, or product quality data;
• Retaliation against any employee reporting a concern;
• Discrimination, harassment, or workplace violence;
• Other violations of law, regulation, or our policies and procedures.

While Medtronic requires employees to voice concerns, there are certain European Union and other countries that have legislative or regulatory limits on reporting through mechanisms like the Voice Your Concern line. Examples of these restrictions include:

• Reporting that is limited to issues of accounting, internal accounting controls, auditing matters, bribery, banking, or financial crime.
• Limitations on the level of employee who is the subject of a report.
• Prohibitions of anonymous reporting.

In addition to reporting potential misconduct, Medtronic expects that you will:

• always encourage (and never discourage) others to voice their concerns;
• be mindful to protect the rights and concerns of anyone accused of misconduct;
• be truthful, candid, forthcoming and fully cooperative during any internal inquiries; and
• never retaliate against anyone who makes a report.

We all have an obligation to report conduct that may have violated the law or company policy, even if we were involved in that conduct. If you believe you may have violated a law or policy, the best course of action is to raise the issue and get it resolved.

The Voice Your Concern Line is operated by an independent company with operators who are not employed by Medtronic. Translators are available to assist if you need to report your concern in a language other than English. It may take a few minutes to locate a translator, so please do not hang up. You may choose to disclose your identity or remain anonymous in most geographies. No attempts to trace or record your call are used. If you do choose to give your name, your report will be handled confidentially, and only those with a need to know will be informed.

The Voice Your Concern Line operator will ask you a series of questions to understand the nature of your concern or, if you report your concern through the website, you will type your answers to the written questions. Please provide specific details so that investigators can perform a thorough and timely review of the issues raised.

At the conclusion of making your report, you will receive a Report Key and a Password. Be sure to record both so that you are able to access the report to provide additional information and answer questions, if requested.

The third-party that operates the Voice Your Concern Line sends the report to the Director of our Voice Your Concern Program, who will review the information. If the report contains a question or comment, someone will respond. If the OEC determines that the report contains concerns or allegations that need to be investigated, an investigator is assigned. Investigators will conduct each case with impartiality, honesty, fairness, timeliness, thoroughness, and confidentiality. Medtronic respects the rights of all parties involved in reports and will handle all reports with discretion. No one is ever presumed to be guilty.

We may have follow-up requests for additional information to assist with the investigation. If you identified yourself in your report, the investigator will attempt to contact you directly as necessary.

Yes. Be sure to use the “follow-up” feature of the Voice Your Concern Line, which is available by calling or using the website. This feature allows you and the person investigating your concerns to communicate with one another – anonymously, if you so choose. The investigator may request additional information from you that could be essential to a thorough and timely investigation of the concerns. And you may use this feature to provide information or new developments to the investigator. To access the “follow-up” feature, you will need to record and use the Report Key and the Password issued to you after you submit your concern.

Documentation to support your concern can be submitted in a variety of ways depending on how you voice your concern. If you choose to speak to your manager, HR or a legal or compliance employee, discuss with them the best way to preserve your documentation. If you’re emailing the Office of Ethics & Compliance, you may attach documentation to your message. If you are using the Voice Your Concern Line to report your concern, there is an option to upload documentation using the website. If you cannot utilize the Voice Your Concern Line website or have documentation that cannot be uploaded, you should indicate in your report that you have documentation that you haven't included. The Medtronic employee handling the report will contact you about how to submit the information.

Medtronic takes all reports seriously. All reports are reviewed to determine how best to handle and resolve the matter, based on the nature of the report. Not all concerns require a formal investigation. A person is never presumed to be "guilty" based on a report without further investigation to determine the facts of the matter.

All allegations will be reviewed and appropriately redressed, and we look at the facts of each incident to ensure fair treatment. This includes reviewing the reasons for a violation, the good faith of the people involved, and the timeliness of corrective action. In many cases, standards are violated due to simple mistakes, not deliberate and or premeditated misconduct.

Investigations can vary based on the significance of the allegations, the scope of business operations affected, the number of people involved, and the amount of evidence needed. Some investigations are completed quickly; others can take weeks, months, or even longer. Each case is unique, but we use a consistent process. Regardless of how long an investigation lasts, Medtronic takes each allegation seriously.

Whether you call the Voice Your Concern Line or submit a report through the web form, you will receive a Report Key and Password. This will allow you to follow-up on the report, either by telephone or online, to monitor progress on your report and communicate with the assigned investigator. If you have additional questions, comments or documentation, or if the investigators request additional details or documentation from you, this feature enables that two-way communication to happen.

In most cases, you will be told whether your reported issue was investigated and whether it was resolved. If you report the concern anonymously using the Voice Your Concern Line, you will be able to check on the status by checking back by phone or online using your Report Key and Password. You should know that there are legal and other restrictions on what type of information Medtronic can provide.

Each case is unique, but we use a consistent process. If we are unable to substantiate the allegations or concerns, we may determine that we do not need to take action. In other instances, we may find good faith mistakes or minor lapses in judgment occurred. Our priority is to rectify the situation and provide the training and follow-up support needed so it doesn’t happen again. At the other end of the spectrum, we may need to self-report to the government. If the facts warrant, management will take corrective action to improve business systems or take disciplinary action against employees who have broken the law or violated company policy. Discipline may take a variety of forms up to and including termination. In some cases, we may report matters to law enforcement authorities for possible prosecution. In other instances, the initial misconduct may not have been serious in itself but attempts to cover it up or lie about it during an investigation make the situation a serious violation with a higher level of discipline.

The complete Voice Your Concern Policy is available on the Policy Portal. Links for the Medtronic Code of Conduct and Business Conduct Standards are available through the Medtronic Office of Ethics & Compliance intranet site at ethics.medtronic.com. The Voice Your Concern Brochure and other employee resources are available on the Voice Your Concern page of the Office of Ethics & Compliance intranet site.