Autodesk 2012 Annual Report Download - page 23

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17
Stacy J. Smith and Steven M. West are each independent for compensation committee purposes under the listing
standards of The Nasdaq Stock Market and the requirements of Sec. 162(m) of the Internal Revenue Code and
Rule 16b-3 adopted under Section 16 of the Exchange Act. These appointments will be effective immediately
following the Company’s Annual Meeting of Stockholders on June 7, 2012.
The Compensation and Human Resources Committee held 9 meetings during fiscal 2012. The
Compensation and Human Resources 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.”
The “Compensation Committee Report” is included in this proxy statement on page 40.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen
(Chairman) and Crawford W. Beveridge, 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 members of the Board and recommending candidates
for election to the Board. The Corporate Governance and Nominating Committee is also responsible for
developing overall governance guidelines, overseeing the performance of the Board and reviewing and making
recommendations regarding director composition and the mandates of Board committees. The Corporate
Governance and Nominating Committee will consider recommendations of candidates for the Board submitted
by stockholders of the Company; for more information, see “Corporate Governance—Nominating Process for
Recommending Candidates for Election to the Board.”
The Corporate Governance and Nominating Committee held 4 meetings during fiscal 2012. The Corporate
Governance and Nominating 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.”
Board Leadership Structure
Our Corporate Governance Principles provide that the Board shall fill the Chairman of the Board and Chief
Executive Officer positions after consideration of a number of factors, including current size of our business,
composition of the Board, current candidates for such positions, our succession planning goals and the like.
We currently separate the positions of Chief Executive Officer and Non-executive Chairman of the Board of
Directors. Since March 2009, Mr. Beveridge, one of our independent directors who previously served as our
Lead Director, has served as our non-executive Chairman of the Board of Directors. Our Corporate Governance
Principles also provide that in the event that the Chairman of the Board of Directors is not an independent
Director, the Board should elect a “Lead Independent Director.” The responsibilities of the Chairman of the
Board of Directors or the Lead Independent Director include: setting the agenda for each meeting of the Board,
in consultation with the Chief Executive Officer; presiding at executive sessions; and facilitating communication
with the Board, executive officers and stockholders.
Separating the positions of Chief Executive Officer and Chairman of the Board of Directors allows our
President and Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the
Board of Directors to lead the Board in its fundamental role of providing independent advice to and oversight
of management. The Board believes that having an independent director serve as Chairman of the Board of
Directors is the appropriate leadership structure for the Company at this time and demonstrates our commitment
to good corporate governance.
In addition, as described above, our Board has three standing committees, each chairman and each
member of which is an independent director. Our Board delegates substantial responsibility to each committee
of the Board, which reports their activities and actions back to the full Board. We believe that the independent
committees of our Board and their chairpersons are an important aspect of the leadership structure of our Board.
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