Autodesk 2012 Annual Report Download - page 24

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Risk Oversight
Our Board, as a whole and through its committees, has responsibility for the oversight of risk management.
With the oversight of our full Board, our executive officers are responsible for the day-to-day management of
the material risks Autodesk faces. In its oversight role, our Board has the responsibility to satisfy itself that the
risk management processes designed and implemented by our executive officers are adequate and functioning
as designed. The involvement of the full Board in setting our business strategy at least annually is a key part of
its oversight of risk management, its assessment of our executive officers’ appetite for risk and its determination
of what constitutes an appropriate level of risk for Autodesk. The full Board receives updates from our
executive officers and outside advisors regarding certain risks the company faces, including litigation, corporate
governance best practices and various operating risks.
In addition, our Board committees each oversee certain aspects of risk management. For example, our
Audit Committee is responsible for overseeing the management of risks associated with the Company’s financial
reporting, accounting and auditing matters; our Compensation and Human Resources Committee oversees
our executive officer succession planning and risks associated with our compensation policies and programs;
and our Corporate Governance and Nominating Committee oversees the management of risks associated with
director independence, conflicts of interest, composition and organization of our Board, and director succession
planning. Our Board committees report their findings to the full Board.
Senior executive officers attend all meetings of the Board and its standing committees and are available
to address any questions or concerns raised by the Board on risk management-related and any other matters.
Annually, the Board holds strategic planning sessions with senior executive officers to discuss strategies, key
challenges, and risks and opportunities for the company.
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.
Nominating Process for Recommending Candidates for Election to the Board
The Corporate Governance and Nominating Committee is responsible for, among other things, determining
the criteria for membership on the Board and recommending candidates for election to the Board. It is the
policy of the Corporate Governance and Nominating Committee to consider recommendations for candidates
to the Board from stockholders. Stockholder recommendations for candidates to the Board must be directed
in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel,
and must include the candidate’s name, home and business contact information, detailed biographical data and
qualifications, information regarding any relationships between the candidate and the Company within the last
three years and evidence of the nominating person’s ownership of Company stock.
The Corporate Governance and Nominating Committee’s criteria and process for evaluating and
identifying the candidates that it selects, or recommends to the full Board for selection, as director nominees are
as follows:
• TheCorporateGovernanceandNominatingCommitteeregularlyreviewsthecurrentcompositionand
size of the Board.
• TheCorporateGovernanceandNominatingCommitteeoverseesanannualevaluationofthe
performance of the Board as a whole and evaluates the performance of individual members of the
Board eligible for re-election at the annual meeting of stockholders.