Electronic Arts 2016 Annual Report Download - page 23

Proxy Statement
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the Company’s financial reporting and is
directly responsible for the appointment, compensation and oversight of our independent auditors. The Audit
Committee is also responsible for additional matters, including establishing and maintaining complaint
procedures with respect to internal and external concerns regarding accounting or auditing matters. The Audit
Committee has the authority to obtain advice and assistance from outside advisors without seeking approval from
the Board of Directors, and the Company will provide appropriate funding for payment of compensation to
advisors engaged by the Audit Committee. The Audit Committee currently is comprised of three directors, each
of whom in the opinion of the Board of Directors meets the independence requirements and the financial literacy
standards of the NASDAQ Stock Market Rules, as well as the independence requirements of the SEC. The Board
of Directors has determined that Mr. Simonson meets the criteria for an “audit committee financial expert” as set
forth in applicable SEC rules. The Audit Committee met eight times in fiscal 2016. For further information about
the Audit Committee, please see the “Report of the Audit Committee of the Board of Directors” below.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board of Directors
nominees for director and committee memberships. The Nominating and Governance Committee also is
responsible for reviewing developments in corporate governance, recommending formal governance standards to
the Board of Directors, establishing the Board of Directors’ criteria for selecting nominees for director and for
reviewing from time to time the appropriate skills, characteristics and experience required of the Board of
Directors as a whole, as well as its individual members, including such factors as business experience and
diversity. In addition, the Nominating and Governance Committee is responsible for reviewing the performance
of the CEO and for reviewing and ensuring the quality of the Company’s succession plans, including with respect
to CEO succession. The Nominating and Governance Committee manages the process for emergency planning in
the event the CEO is unable to fulfill the responsibilities of the role and also periodically evaluates internal and
external CEO candidates for succession planning purposes. The Nominating and Governance Committee also
reviews with management diversity, corporate responsibility and sustainability issues affecting the Company.
The Nominating and Governance Committee currently is comprised of three directors, each of whom in the
opinion of the Board of Directors meets the independence requirements of the NSADAQ Stock Market Rules.
The Nominating and Governance Committee met six times in fiscal 2016.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company,
recommending the compensation of the CEO to the Board of Directors, determining the compensation of our other
executive officers, and overseeing the Company’s bonus and equity incentive plans and other benefit plans. For
further information about the role of our executive officers in recommending the amount or form of executive
compensation, please see “The Process for Determining our NEOs’ Compensation” in the “Compensation
Discussion and Analysis” section of this Proxy Statement. In addition, the Compensation Committee is responsible
for reviewing and recommending to the Board of Directors compensation for non-employee directors. The
Compensation Committee is currently comprised of three directors, each of whom in the opinion of the Board of
Directors meets the independence requirements of the NASDAQ Stock Market Rules and qualifies as an “outside
director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended (the “Code”). The
Compensation Committee may delegate any of its authority and duties to subcommittees, individual committee
members or management, as it deems appropriate in accordance with applicable laws, rules and regulations. During
fiscal 2016, the Compensation Committee met five times and also acted by written consent.
The Compensation Committee has the authority to engage the services of outside advisors, after first conducting
an independence assessment in accordance with applicable laws, regulations and exchange listing standards.
During fiscal 2016, the Compensation Committee engaged and directly retained Compensia, Inc., a national
compensation consulting firm, to assist with the Compensation Committee’s analysis and review of the
compensation of our executive officers and other aspects of our total compensation strategy. Compensia
performed no other services for the Company and its management team during fiscal 2016. The Compensation
Committee has reviewed the independence of Compensia and determined that Compensia’s engagement did not
raise any conflicts of interest.
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