Autodesk 2006 Annual Report Download - page 24

PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm
to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2007, and
recommends that the stockholders vote for ratification of such appointment. In the event of a negative vote on
such ratification, the Audit Committee will reconsider its selection.
Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31, 1983.
We expect representatives of Ernst & Young LLP to be present at the meeting. They will have the opportunity
to make a statement if they desire to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Principal Accounting Fees and Services
The following table presents fees billed for professional audit services and other services rendered to the
Company by Ernst & Young LLP for the fiscal years ended January 31, 2005 and January 31, 2006.
Fiscal 2005 Fiscal 2006
Audit Fees (1) ......................................... $3,870,788 $3,265,979
Audit-Related Fees ................................... — —
TaxFees (2) ........................................... 952,620 896,835
All Other Fees ........................................ — —
Total .................................................. $4,823,408 $4,162,814
(1) Audit Fees consisted of fees billed for professional services rendered for the integrated audit of
the Company’s annual financial statements and management’s report on internal control included in the
Company’s Annual Reports on Form 10-K and for the review of the financial statements included in
the Company’s Quarterly Reports on Form 10-Q, as well as services that generally only the Company’s
independent registered public accountants can reasonably provide, including statutory audits and services
rendered in connection with SEC filings. The fiscal 2005 and fiscal 2006 fees include approximately $1.7
million and $1.1 million, respectively, related to services provided in connection with compliance with the
Sarbanes-Oxley Act of 2002.
(2) Tax Fees consisted of fees billed for tax compliance, consultation and planning services.
Pre-Approval of Audit and Non-Audit Services
All audit and non-audit services provided by Ernst & Young LLP to the Company must be pre-approved by
the Audit Committee. The Audit Committee utilizes the following procedures in pre-approving all audit and non-
audit services provided by Ernst & Young LLP. At or before the first meeting of the Audit Committee each year,
the Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees
(separately describing audit-related services, tax services and other services) expected to be provided by Ernst
& Young LLP during the year. Quarterly, the Audit Committee is presented with an update of all pre-approved
audit and non-audit services conducted and any new audit and non-audit services to be provided by Ernst & Young
LLP are updated, if necessary. The Audit Committee reviews the Company’s update and approves the services
outlined therein if such services are acceptable to the Audit Committee.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman of the
Audit Committee the authority to amend or modify the list of audit and non-audit services and fees; provided,
however, that such additional or amended services may not affect Ernst & Young LLP’s independence under
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