Autodesk 2012 Annual Report Download - page 25

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• Initsevaluationofdirectorcandidates,includingthemembersoftheBoardeligibleforre-election,
the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge,
experience and capability on the Board and considers (1) the current size and composition of the
Board and the needs of the Board and the respective committees of the Board, (2) such factors as
character, judgment, diversity, age, expertise, business experience, length of service, independence,
other commitments and the like, (3) relationships between directors and the Company’s customers and
suppliers, and (4) such other factors as the Corporate Governance and Nominating Committee may
consider appropriate.
• WhiletheCorporateGovernanceandNominatingCommitteehasnotestablishedspecificminimum
qualifications for director candidates, the Corporate Governance and Nominating Committee
believes that candidates and nominees must reflect a Board that is comprised of directors who (1) are
predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge and
experience at the policy-making level in business or technology, including their understanding of the
software industry and the Company’s business in particular, (4) have qualifications that will increase
overall Board effectiveness, (5) have varied and divergent experiences, viewpoints and backgrounds
and (6) meet other requirements as may be required by applicable rules, such as financial literacy or
financial expertise with respect to audit committee members.
• Withregardtocandidateswhoareproperlyrecommendedbystockholdersorbyothermeans,
the Corporate Governance and Nominating Committee will review the qualifications of any such
candidate, which review may, in the Corporate Governance and Nominating Committee’s discretion,
include interviewing references for the candidate, direct interviews with the candidate, or other actions
that the Corporate Governance and Nominating Committee deems necessary or proper.
• Inevaluatingandidentifyingcandidates,theCorporateGovernanceandNominatingCommittee
has the authority to retain and terminate any third party search firm that is used to identify director
candidates, and has the authority to approve the fees and retention terms of any search firm.
• TheCorporateGovernanceandNominatingCommitteewillapplythesesameprincipleswhen
evaluating Board candidates who may be elected initially by the full Board to fill vacancies or add
additional directors prior to the annual meeting of stockholders at which directors are elected.
• Aftercompletingitsreviewandevaluationofdirectorcandidates,theCorporateGovernanceand
Nominating Committee selects, or recommends to the full Board for selection, the director nominees.
The Corporate Governance and Nominating Committee does not have a formal written policy with regard
to the consideration of diversity in identifying director nominees; however, as discussed above, diversity is one
of the numerous criteria the Corporate Governance and Nominating Committee reviews before recommending
a candidate.
On November 7, 2011, upon the recommendation of the Corporate Governance and Nominating Committee,
the Board appointed Stacy J. Smith to the Board. The Board used the services of a third party search firm
to help it identify, screen, conduct background investigations of and interview potential director candidates.
Mr. Smith was recommended as a nominee to our Board by the third party search firm.
Attendance at Annual Stockholders Meetings by the Board
The Company does not have a formal policy regarding attendance by members of the Board at the
Company’s annual meeting of stockholders. The Company encourages, but does not require, directors to attend.
Six of our nine directors then serving attended the Company’s 2011 Annual Meeting of Stockholders.
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