Autodesk 2012 Annual Report Download - page 21

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CORPORATE GOVERNANCE
Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities.
Our executive officers oversee a strong system of internal controls and compliance with corporate policies and
applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity.
Corporate Governance Guidelines and Code of Business Conduct
We believe the highest standards of corporate governance and business conduct are essential to running
our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. For a
number of years, we have devoted substantial attention to the subject of corporate governance and have over
those years developed Corporate Governance Guidelines (the “Guidelines”). The Guidelines set forth the
principles that guide our Board’s exercise of its responsibility to oversee corporate governance, maintain its
independence, evaluate its own performance and the performance of our executive officers and set corporate
strategy. The Board first adopted the Guidelines in December 1995 and has refined them from time to time since
then. For example, in March 2007, the Board amended the Guidelines to provide for majority voting in director
elections, except for contested elections, and to provide that the Board would only nominate a director who has
submitted his or her resignation in advance of an election, which resignation would be contingent on the failure
of such director to receive a majority vote and the acceptance of the Board of such resignation. In March 2009,
the Board again amended the Guidelines to provide for a non-executive Chairman of the Board of Directors. In
March 2010, the Board further amended the Guidelines, among other things, to clearly outline the responsibility
of our Board for the oversight of Autodesk’s risk management. In December, 2011, the Board again amended the
Guidelines to address changes in a director’s occupation, among other things. The Guidelines are available on
our website at www.autodesk.com under “Investors—Corporate Governance.”
In addition, we have adopted a Code of Business Conduct for directors and employees and a Code of
Ethics for Senior Executive and Financial Officers, including our principal executive officer, principal financial
officer, principal accounting officer, all senior vice presidents and persons reporting to our principal financial
officer, to ensure that our business is conducted in a consistently legal and ethical manner. Our current Code of
Business Conduct and Code of Ethics for Senior Executive and Financial Officers are available on our website at
www.autodesk.com under “Investors—Corporate Governance.” We last amended our Code of Business Conduct
in September 2011. We will post on this section of our website any amendment to our Code of Business Conduct
or Code of Ethics for Senior Executive and Financial Officers, as well as any waivers of the Code of Business
Conduct or Code of Ethics for Senior Executive and Financial Officers that are required to be disclosed by the
rules of the SEC or The NASDAQ Stock Market.
Stock Ownership Guidelines
Our directors and executive officers are encouraged to be Autodesk stockholders through participation
in our stock option plans. For fiscal 2012, the Board monitored voluntary stock ownership guidelines for our
directors and executive officers designed to encourage long-term stock ownership in Autodesk and more closely
link their interests with those of our other stockholders. These guidelines provide that, within a four-year period,
executive officers should attain an investment position in Autodesk stock equal to a fixed number of shares,
depending on the individual’s scope of responsibilities, and directors should attain an investment position in
Autodesk stock of at least 5,000 shares. Beginning in fiscal 2013, the Board resolved to transition the voluntary
guidelines to mandatory holding requirements for executive officers and directors. The new requirement for
stock holdings provides that, within a four-year period, executive officers should attain an investment position
in Autodesk stock equal to a fixed number of shares, depending on the individual’s scope of responsibilities,
and directors should attain an investment position in Autodesk stock of at least 10,000 shares within the same
period. The Board reviews progress against these guidelines and requirements annually and updates them as
appropriate. See “Executive Compensation—Compensation Discussion and Analysis” below for additional
information regarding the Company’s stock ownership guidelines.
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