Electronic Arts 2016 Annual Report Download - page 24

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2016, no member of the Compensation Committee was an employee or current or former officer of
EA. No EA officer serves or has served since the beginning of fiscal 2016 as a member of the board of directors
or the compensation committee of a company at which a member of EA’s Board of Directors and Compensation
Committee is an employee or officer.
CONSIDERATION OF DIRECTOR NOMINEES
In evaluating nominees for director to recommend to the Board of Directors, the Nominating and Governance
Committee will take into account many factors within the context of the characteristics and the needs of the
Board of Directors as a whole. While the specific needs of the Board of Directors may change from time to time,
all nominees for director are considered on the basis of the following minimum qualifications:
• The highest level of personal and professional ethics and integrity, including a commitment to EA’s
values;
• Practical wisdom and mature judgment;
• Significant leadership experience in business, entertainment, technology, finance, corporate governance,
public interest or other disciplines relevant to EA’s long-term success;
• The ability to gain an in-depth understanding of EA’s business; and
• A willingness to represent the best interests of all EA stockholders and objectively appraise
management’s performance.
While there is no formal policy with regard to diversity, when considering candidates as potential members of the
Board of Directors, the Nominating and Governance Committee considers the skills, background and experience of
each candidate to evaluate his or her ability to contribute diverse perspectives to the Board of Directors. The goal of
the Nominating and Governance Committee is to select candidates that have complementary and diverse
perspectives, which together contribute to the Board of Directors’ effectiveness as a whole. The primary
consideration is to identify candidates who will best fulfill the Board of Directors’ and the Company’s needs at the
time of the search. Therefore, the Nominating and Governance Committee does not believe it is appropriate to either
nominate or exclude from nomination an individual based on gender, ethnicity, race, age, or similar factors.
The Nominating and Governance Committee will evaluate candidates proposed by our stockholders under similar
criteria, except that it also may consider as one of the factors in its evaluation the amount of EA voting stock held
by the stockholder and the length of time the stockholder has held such stock.
GLOBAL CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES
We have adopted a Global Code of Conduct that applies to our directors, principal executive officer, principal
financial officer, principal accounting officer, and other senior financial officers, as well as Corporate
Governance Guidelines which, along with our organizational documents and committee charters, form the
framework of our corporate governance. Our Global Code of Conduct, Corporate Governance Guidelines and
committee charters are available in the Investor Relations section of our website at http://investor.ea.com.We
post amendments to or waivers from our Global Code of Conduct in the Investor Relations section of our
website. Copies of our committee charters and Global Code of Conduct are available without charge by
contacting our Investor Relations department at [phone].
OVERSIGHT OF RISK ISSUES
Our Board of Directors as a whole has responsibility for overseeing our risk management. The Board of
Directors exercises this oversight responsibility directly and through its committees. The oversight responsibility
of the Board of Directors and its committees is informed by reports from our management team that are designed
to provide visibility about the identification and assessment of key risks and our risk mitigation strategies.
Business risks are reviewed by the full Board of Directors. Risks related to investments, financial reporting,
internal controls and procedures, and compliance issues are reviewed regularly by the Audit Committee, which
oversees the financial reporting, global audit and legal compliance functions. The Nominating and Governance
Committee reviews risks related to director and CEO succession. Compensation-related risks are reviewed by the
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