Autodesk 2006 Annual Report Download - page 22

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The Audit Committee held 10 meetings during fiscal 2006. The Audit Committee has adopted a written
charter approved by the Board of Directors, which is included as Appendix A to this proxy statement. The Audit
Committee Charter is also available on the Company’s website at www.autodesk.com under “About Us —
Investors — Corporate Governance.”
Compensation and Human Resources Committee
The Compensation and Human Resources Committee currently consists of Crawford W. Beveridge,
Chairman, J. Hallam Dawson and Michael J. Fister, each of whom qualifies as an independent director under the
listing standards of The Nasdaq Stock Market.
The Compensation and Human Resources Committee reviews compensation and benefits for our executives
and has sole and exclusive authority to grant stock options to executive officers under our stock plans. The Board
of Directors delegated to our Chief Executive Officer authority to grant options to employees who are not
executive officers. Because options are granted automatically to non-employee directors under the non-
discretionary 2000 Directors’ Option Plan, the Compensation and Human Resources Committee consists solely
of non-employee directors ineligible to participate in the Company’s discretionary employee stock programs.
The Compensation and Human Resources Committee held 5 meetings during fiscal 2006. The
Compensation and Human Resources Committee has adopted a written charter approved by the Board of
Directors, which is available on the Company’s website at www.autodesk.com under “About Us — Investors —
Corporate Governance.”
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of J. Hallam Dawson, Chairman,
Per-Kristian Halvorsen and Larry W. Wangberg, each of whom qualifies as an independent director under the
listing standards of The Nasdaq Stock Market.
The Corporate Governance and Nominating Committee is responsible for the development of general
criteria regarding the qualifications and selection of board members and recommending candidates for election
to the Board. The Corporate Governance and Nominating Committee is also responsible for developing overall
governance guidelines, overseeing the performance of the Board and reviewing and making recommendations
regarding the composition and mandate of Board committees. The Corporate Governance and Nominating
Committee will consider recommendations of candidates for the Board of Directors submitted by stockholders
of the Company; for more information, see “Corporate Governance Principles.”
The Corporate Governance and Nominating Committee held 3 meetings during fiscal 2006. The
Corporate Governance and Nominating Committee has adopted a written charter approved by the Board of
Directors, which is available on the Company’s website at www.autodesk.com under “About Us — Investors —
Corporate Governance.”
Lead Director
J. Hallam Dawson serves as Lead Director and liaison between management and the other non-employee
directors. The Lead Director schedules and chairs meetings of the independent directors. The independent
directors (including the Lead Director) hold a closed session at each regularly scheduled Board meeting.
8