Autodesk 2006 Annual Report Download - page 25

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applicable SEC rules. The Chairman reports any such action taken to the Audit Committee at the next Audit
Committee meeting.
CORPORATE GOVERNANCE
Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board of Directors provides independent leadership in the exercise of its
responsibilities. Our management oversees a strong system of internal controls and compliance with corporate
policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor
and integrity.
Corporate Governance Guidelines and Code of Business Conduct
We believe the highest standards of corporate governance and business conduct are essential to running
our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. For a
number of years, we have devoted substantial attention to the subject of corporate governance. Over ten years
ago, before “corporate governance” was a watchword, the Board of Directors began work on developing
Corporate Governance Guidelines. The Board of Directors first adopted these Guidelines in December 1995 and
has refined them from time to time since then. The Corporate Governance Guidelines set forth the principles
that guide the Board of Directors’ exercise of its responsibility to oversee corporate governance, maintain its
independence, evaluate its own performance and the performance of Autodesk’s executive officers and set
corporate strategy. The Corporate Governance Guidelines are available on our website at www.autodesk.com
under “About Us — Investors — Corporate Governance.”
In addition, we have adopted a Code of Business Conduct for directors and employees, and a Code of Ethics
for Senior Executive and Financial Officers, including our principal executive officer, principal financial officer,
principal accounting officer and persons performing similar functions, to ensure that our business is conducted
in a consistently legal and ethical manner. The Code of Business Conduct and Code of Ethics for Senior Executive
and Financial Officers are available on our website at www.autodesk.com under “About Us — Investors —
Corporate Governance.” We will post on this section of our website any amendment to the Code of Business
Conduct or Code of Ethics for Senior Executive and Financial Officers, as well as any waivers of the Code of
Business Conduct or Code of Ethics for Senior Executive and Financial Officers that are required to be disclosed
by the rules of the SEC or The Nasdaq Stock Market.
Stock Ownership Guidelines
Directors and officers are encouraged to be Autodesk stockholders through their participation in our stock
option plans. The Board of Directors has established stock ownership guidelines for our directors and executive
officers designed to encourage long-term stock ownership in Autodesk and more closely link their interests with
those of our other stockholders. These guidelines provide that,within a four-year period, executive officers should
attain an investment position in Autodesk stock equal to a multiple of their base salary depending on the
individual’s scope of responsibilities, and directors should attain an investment position in Autodesk stock of at
least 5,000 shares. The Board of Directors reviews progress against these guidelines annually and updates the
stock ownership guidelines as appropriate.
Independence of the Board of Directors
The Board of Directors has determined that, with the exception of Carol A. Bartz, our Chairman of the Board,
Chief Executive Officer and President, and Carl Bass, our Chief Operating Officer, all of its members are
“independent directors” as that term is defined in the listing standards of The Nasdaq Stock Market. Such
independence definition includes a series of objective tests, including that the director is not an employee of
the company and has not engaged in various types of business dealings with the company. In addition, as further
required by the Nasdaq listing standards, the Board of Directors has made a subjective determination as to each
independent director that no relationships exist which, in the opinion of the Board of Directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. The independent
directors meet regularly in executive session, without members of management present, as part of the quarterly
meeting procedure.
Proxy Materials
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