Autodesk 2008 Annual Report Download - page 32

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The Compensation and Human Resources Committee held 10 meetings during fiscal 2008. The
Compensation and Human Resources Committee has adopted a written charter approved by the Board of
Directors, which is available on the Company’s website at www.autodesk.com under “Investors—Corporate
Governance.”
On March 13, 2008, on the recommendation of the Corporate Governance and Nominating Committee, the
Board of Directors approved the following appointments to the Compensation and Human Resources Committee:
Crawford W. Beveridge (Chairman), Per-Kristian Halvorsen and Steven M. West. These appointments are
effective as of June 12, 2008, the date of the Company’s 2008 Annual Meeting of Stockholders.
The Compensation Committee Report is included in this proxy statement on page 32.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen
(Chairman), J. Hallam Dawson, and Larry W. Wangberg, each of whom qualifies as an independent director
under the listing standards of The Nasdaq Stock Market.
The Corporate Governance and Nominating Committee is responsible for the development of general
criteria regarding the qualifications and selection of board members and recommending candidates for election to
the Board of Directors. The Corporate Governance and Nominating Committee is also responsible for developing
overall governance guidelines, overseeing the performance of the Board of Directors and reviewing and making
recommendations regarding director composition and the mandates of Board of Directors committees. The
Corporate Governance and Nominating Committee will consider recommendations of candidates for the Board of
Directors submitted by stockholders of the Company; for more information, see “Corporate
Governance—Nominating Process for Recommending Candidates for Election to the Board of Directors.”
The Corporate Governance and Nominating Committee held five meetings during fiscal 2008. The
Corporate Governance and Nominating Committee has adopted a written charter approved by the Board of
Directors, which is available on the Company’s website at www.autodesk.com under “Investors—Corporate
Governance.”
On March 13, 2008, on the recommendation of the Corporate Governance and Nominating Committee, the
Board of Directors approved the following appointments to the Corporate Governance and Nominating
Committee: Per-Kristian Halvorsen (Chairman) and Crawford W. Beveridge. These appointments will be
effective as of June 12, 2008, the date of the Company’s 2008 Annual Meeting of Stockholders.
Lead Director
J. Hallam Dawson currently serves as Lead Director and liaison between management and the other
non-employee directors. The Lead Director schedules and chairs meetings of the independent directors. The
independent directors (including the Lead Director) hold a closed session at each regularly scheduled Board of
Directors meeting.
On March 13, 2008, the Board of Directors approved the appointment of Crawford W. Beveridge as the
Lead Director. This appointment will be effective as of June 12, 2008, the date of the Company’s 2008 Annual
Meeting of Stockholders.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation and Human Resources Committee is or was formerly an officer or
employee of Autodesk or any of its subsidiaries. No interlocking relationship exists between any member of our
Compensation and Human Resources Committee and the compensation committee of any other Company, nor
has any such interlocking relationship existed in the past.
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