Autodesk 2006 Annual Report Download - page 26

Contacting the Board of Directors
Communications from stockholders to the non-employee directors should be addressed to the Lead Director
as follows: J. Hallam Dawson, Autodesk Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903.
Attendance at Annual Stockholders Meetings by the Board of Directors
The Company does not have a formal policy regarding attendance by members of the Board of Directors
at the Company’s annual meeting of stockholders. The Company encourages, but does not require, directors to
attend. All of our directors attended the Company’s 2005 annual meeting of stockholders.
Nominating Process for Recommending Candidates for Election to the Board of Directors
The Corporate Governance and Nominating Committee is responsible for, among other things, determining
the criteria for membership on the Board of Directors and recommending candidates for election to the
Board of Directors. It is the policy of the Corporate Governance and Nominating Committee to consider
recommendations for candidates to the Board of Directors from stockholders. Stockholder recommendations
for candidates to the Board of Directors must be directed in writing to Autodesk Inc., c/o General Counsel,
111 McInnis Parkway, San Rafael, California 94903, and must include the candidate’s name, home and business
contact information, detailed biographical data and qualifications, information regarding any relationships
between the candidate and the Company within the last three years and evidence of the nominating person’s
ownership of Company stock.
The Corporate Governance and Nominating Committee’s criteria and process for evaluating and identifying
the candidates that it selects, or recommends to the full Board for selection, as director nominees, are as follows:
•The Corporate Governance and Nominating Committee regularly reviews the current composition and
size of the Board.
•The Corporate Governance and Nominating Committee oversees an annual evaluation of the
performance of the Board of Directors as a whole and evaluates the performance of individual members
of the Board of Directors eligible for re-election at the annual meeting of stockholders.
•In its evaluation of director candidates, including the members of the Board of Directors eligible for
re-election, the Corporate Governance and Nominating Committee seeks to achieve a balance of
knowledge, experience and capability on the Board and considers (1) the current size and composition
of the Board of Directors and the needs of the Board of Directors and the respective committees of the
Board, (2) such factors as issues of character, judgment, diversity, age, expertise, business experience,
length of service, independence, other commitments and the like, and (3) such other factors as the
Corporate Governance and Nominating Committee may consider appropriate.
•While the Corporate Governance and Nominating Committee has not established specific minimum
qualifications for director candidates, the Corporate Governance and Nominating Committee believes
that candidates and nominees must reflect a Board that is comprised of directors who (1) are
predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge and
experience at the policy-making level in business or technology, including their understanding of the
software industry and the Company’s business in particular, (4) have qualifications that will increase
overall Board effectiveness and (5) meet other requirements as may be required by applicable rules, such
as financial literacy or financial expertise with respect to audit committee members.
•With regard to candidates who are properly recommended by stockholders or by other means, the
Corporate Governance and Nominating Committee will review the qualifications of any such candidate,
which review may, in the Corporate Governance and Nominating Committee’s discretion, include
interviewing references for the candidate, direct interviews with the candidate, or other actions that the
Corporate Governance and Nominating Committee deems necessary or proper.
•In evaluating and identifying candidates, the Corporate Governance and Nominating Committee has the
authority to retain and terminate any third party search firm that is used to identify director candidates,
and has the authority to approve the fees and retention terms of any search firm.
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