Autodesk 2012 Annual Report Download - page 66

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee is a committee of the Board of Directors comprised solely of independent directors
as required by the listing standards of The NASDAQ Stock Market and rules of the SEC. The Audit Committee
operates under a written charter approved by the Board of Directors, which is available on the Company’s
website at www.autodesk.com under “Investors—Corporate Governance.” The composition of the Audit
Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its
charter, are intended to be in accordance with applicable requirements for corporate audit committees. The
Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on
an annual basis.
As described more fully in its charter, the purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the financial reporting, the systems of internal
control and the audit process.
The Audit Committee reviewed and discussed the audited financial statements for fiscal year 2012 with
management and Ernst & Young LLP, Autodesk’s independent registered public accounting firm. Management
is responsible for the quarterly and annual financial statements and the reporting process, including the systems
of internal controls. Ernst & Young LLP is responsible for expressing an opinion on the conformity of our
audited financial statements with generally accepted accounting principles. In addition, we received from and
discussed with Ernst & Young LLP the written disclosures and the letter required by Independence Standards
Board Standard No. 1, “Independence Discussions with Audit Committees,” discussed Ernst & Young LLP’s
independence with them, and discussed with Ernst & Young LLP the matters required to be discussed by
Statement on Auditing Standards No. 61, “Communications with Audit Committees,” as amended (AICPA,
Professional Standards, Vol. 1 AU section 380). We also discussed with management and with Ernst & Young
LLP the evaluation of Autodesk’s internal controls and the effectiveness of Autodesk’s internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
The Audit Committee discussed with Autodesk’s internal and independent auditors the overall scope and
plans for their respective audits. In addition, the Audit Committee met with the internal and the independent
auditors, with and without management present, and discussed the results of their examinations and the overall
quality of Autodesk’s financial reporting.
On the basis of these reviews and discussions, the Audit Committee recommended to the Board of
Directors (and the Board of Directors has approved) that Autodesk’s audited financial statements be included in
Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2012 for filing with the SEC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Charles J. Robel (Chairman)
J. Hallam Dawson
Lorrie M. Norrington