Autodesk 2012 Annual Report Download - page 22

16
Independence of the Board
The Board has determined that, with the exception of Carl Bass, our President and Chief Executive Officer,
all of its members are “independent directors” as that term is defined in the listing standards of The NASDAQ
Stock Market. Such independence definition includes a series of objective tests, including that the director is not
an employee of the Company and has not engaged in various types of business dealings with the Company. In
addition, as further required by the NASDAQ listing standards, the Board has made a subjective determination
as to each independent director that no relationships exist which, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director.
The independent directors meet regularly in executive session, without executive officers present, as part of
the quarterly meeting procedure.
Board Meetings and Board Committees
The Board held a total of six meetings (including regularly scheduled and special meetings) during fiscal
2012. Other than Mr. Smith, who attended one of two Board meetings scheduled while he was a director during
the fourth quarter, no director attended fewer than 75 percent of the total number of meetings of the Board and
committees of which he or she is a member, if any during fiscal 2012. The Board currently has three standing
committees: an Audit Committee, a Compensation and Human Resources Committee, and a Corporate
Governance and Nominating Committee.
Audit Committee
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange
Act, currently consists of directors Charles J. Robel (Chairman), J. Hallam Dawson and Lorrie M. Norrington,
each of whom is “independent” as such term is defined for audit committee members by the listing standards of
The NASDAQ Stock Market. The Board has determined that Ms. Norrington, Mr. Robel and Mr. Dawson are
each an “audit committee financial expert” as defined in the rules of the SEC.
The Audit Committee held 14 meetings during fiscal 2012. The Audit Committee has adopted a written
charter approved by the Board, which is available on the Company’s website at www.autodesk.com under
“Investors—Corporate Governance.”
See “Report of the Audit Committee of the Board of Directors” below for more information regarding the
functions of the Audit Committee.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee currently consists of Steven M. West (Chairman),
Per-Kristian Halvorsen and Mary T. McDowell, each of whom qualifies as an independent director under the
listing standards of The NASDAQ Stock Market.
The Compensation and Human Resources Committee reviews compensation and benefits for our
executive officers and has authority to grant stock options and restricted stock to executive officers and non-
executive employees under our stock plans. Because RSUs are granted automatically to non-employee directors
under the non-discretionary 2012 Outside Directors’ Stock Plan, the Compensation and Human Resources
Committee consists solely of non-employee directors ineligible to participate in the Company’s discretionary
employee stock programs. See “Executive Compensation—Compensation Discussion and Analysis”
below for a description of Autodesk’s processes and procedures for the consideration and determination of
executive compensation.
On March 8, 2012, on the recommendation of the Corporate Governance and Nominating Committee, the
Board approved the following appointments to the Compensation and Human Resources Committee: Mary T.
McDowell, Stacy J. Smith and Steven M. West (Chair). The Board has determined that Mary T. McDowell,