Autodesk 2008 Annual Report Download - page 24

PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm
to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2009, and
recommends that the stockholders vote for ratification of such appointment. In the event of a negative vote on
such ratification, the Audit Committee will reconsider its selection.
Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31, 1983.
We expect representatives of Ernst & Young LLP to be present at the meeting. They will have the
opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Principal Accounting Fees and Services
The following table presents fees billed for professional audit services and other services rendered to the
Company by Ernst & Young LLP for the fiscal years ended January 31, 2008 and 2007.
Fiscal 2008 Fiscal 2007
Audit Fees(1) ........................................................ $3,526,861 $4,707,349
Audit-Related Fees .................................................... — —
Tax Fees(2) .......................................................... $ 824,070 $ 707,641
All Other Fees ........................................................ — —
Total ............................................................... $4,350,931 $5,414,990
(1) Audit Fees consisted of fees billed for professional services rendered for the integrated audit of the Company’s annual
financial statements and management’s report on internal controls included in the Company’s Annual Reports on Form
10-K and for the review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, as well
as services that generally only the Company’s independent registered public accountants can reasonably provide,
including statutory audits and services rendered in connection with SEC filings. The fiscal year 2007 fees include
approximately $1.4 million for audit services related to the Company’s voluntary stock option review. The fiscal year
2008 fees include approximately $0.4 million for audit services related to the Company’s voluntary stock option review.
(2) Tax Fees consisted of fees billed for tax compliance, consultation and planning services.
Pre-Approval of Audit and Non-Audit Services
All audit and non-audit services provided by Ernst & Young LLP to the Company must be pre-approved by
the Audit Committee. The Audit Committee utilizes the following procedures in pre-approving all audit and
non-audit services provided by Ernst & Young LLP. The Audit Committee is presented with a detailed listing of
the individual audit and non-audit services and fees (separately describing audit-related services, tax services and
other services) expected to be provided by Ernst & Young LLP during the year. Periodically, the Audit
Committee is presented with an update of all pre-approved audit and non-audit services conducted and any new
audit and non-audit services to be provided by Ernst & Young LLP are updated, if necessary. The Audit
Committee reviews the Company’s update and approves the services outlined therein if such services are
acceptable to the Audit Committee.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman of the
Audit Committee the authority to amend or modify the list of audit and non-audit services and fees; provided,
however, that such additional or amended services may not affect Ernst & Young LLP’s independence under
applicable SEC rules. The Chairman reports any such action taken to the Audit Committee at subsequent Audit
Committee meetings.
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