Electronic Arts 2016 Annual Report Download - page 28

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed”
with the SEC nor shall this information be incorporated by reference into any future filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that EA specifically
incorporates it by reference into a filing.
The Audit Committee of the Board of Directors operates under a written charter, which was most recently
amended in May 2014. The Audit Committee is currently comprised of three non-employee directors, each of
whom in the opinion of the Board of Directors meets the current independence requirements and financial
literacy standards of the NASDAQ Stock Market Rules, as well as the independence requirements of the SEC. In
fiscal 2016, the Audit Committee consisted of Richard A. Simonson, Jeffrey T. Huber and Denise F. Warren. 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 Company’s management is primarily responsible for the preparation, presentation and integrity of the
Company’s financial statements. EA’s independent registered public accounting firm, KPMG LLP (the
“independent auditors”), is responsible for performing an independent audit of the Company’s (i) financial
statements and expressing an opinion as to the conformity of the financial statements with U.S. generally
accepted accounting principles, and (ii) internal control over financial reporting in accordance with the auditing
standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon.
The function of the Audit Committee is to assist the Board of Directors in its oversight responsibilities relating to
the integrity of EA’s accounting policies, internal control and financial reporting processes. The Audit
Committee reviews EA’s quarterly and annual financial statements prior to public earnings releases and
submission to the SEC; reviews and evaluates the performance of EA’s internal audit function; reviews and
evaluates the performance of EA’s independent auditors; consults with the independent auditors and EA’s
internal audit function regarding internal controls and the integrity of the Company’s financial statements;
assesses the independence of the independent auditors; and is responsible for the selection of the independent
auditors. In this context, the Audit Committee has met and held discussions with members of management, EA’s
internal audit function and the independent auditors. Company management has represented to the Audit
Committee that the Company’s consolidated financial statements for the most recently completed fiscal year
were prepared in accordance with accounting principles generally accepted in the United States, and the Audit
Committee has reviewed and discussed the consolidated financial statements with Company management and the
independent auditors. Company management also has represented to the Audit Committee that the Company’s
internal control over financial reporting was effective as of the end of the Company’s most recently-completed
fiscal year, and the Audit Committee has reviewed and discussed the Company’s internal control over financial
reporting with management and the independent auditors. The Audit Committee also discussed with the
independent auditors matters required to be discussed by PCAOB Auditing Standard No. 16, Communications
with Audit Committees, including the quality and acceptability of the Company’s financial reporting and internal
control processes. The Audit Committee also has discussed with the Company’s independent auditors the overall
scope and plans for their annual audit and reviewed the results of that audit with management and the
independent auditors.
In addition, the Audit Committee received and reviewed the written disclosures and the letter from the
independent auditors required by the applicable requirements of the PCAOB regarding their communications
with the Audit Committee concerning independence, and has discussed with the independent auditors the
auditors’ independence from the Company and its management. The Audit Committee also has considered
whether the provision of any non-audit services (as described on page 58 of this Proxy Statement under the
heading “Proposal 6: Ratification of the Appointment of KPMG LLP, Independent Registered Public Accounting
Firm” — “Fees of Independent Auditors”) and the employment of former KPMG LLP employees by the
Company are compatible with maintaining the independence of KPMG LLP.
The members of the Audit Committee are not engaged in the practice of auditing or accounting. In performing its
functions, the Audit Committee necessarily relies on the work and assurances of the Company’s management and
the independent auditors.
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