Autodesk 2006 Annual Report Download - page 43

APPENDIX A
Autodesk, Inc.
Audit Committee Charter
Purpose
Autodesk’s Audit Committee is a committee of the Board of Directors. Committee members are appointed
by and serve at the discretion of the Board of Directors. The Audit Committee is established to assist the Board
in fulfilling its oversight responsibilities by reviewing the financial reporting, the systems of internal controls,
and the auditprocess; and bymonitoring compliancewith applicable laws, regulations and policies. In discharging
its responsibilities, the Committee shall have full access to all of Autodesk’s books, records, facilities and
personnel, and shall have full authority to engage counsel and such other advisors as it deems necessary.
The Committee’s responsibility is one of oversight. The members of the Audit Committee are not employees
of the Company, and they do not perform, or represent that they perform, the functions of management or the
independent auditors.The Committee relies on the expertise and knowledge of management, the internal auditor
and the independent registered accounting firm in carrying out its oversight responsibilities. The management
of the Company is responsible for preparing accurate and complete financial statements in accordance with
generally accepted accounting principles and for establishing and maintaining appropriate accounting principles
and financial reporting policies and satisfactory internal control over financial reporting. The independent
registered accounting firm is responsible for auditing the Company’s annual consolidated financial statements
and the effectiveness of the Company’s internal control over financial reporting and reviewing the Company’s
quarterly financial statements. It is not the responsibility of the Committee to prepare or certify the Company’s
financial statements or guarantee the audits or reports of the independent auditors, nor is it the duty of the
Audit Committee to certify that the independent auditor is “independent” under applicable rules. These are the
fundamental responsibilities of management and the independent auditors.
Membership
The Audit Committee will consist of not less than three members of the Board of Directors. All members
must be independent and financially literate, and at least one financially sophisticated, as such terms are defined
for the purposes of service on an audit committee by the NASDAQ Marketplace Rules and the rules of the SEC.
At least one member will be an “audit committee financial expert” as defined in the rules of the SEC. The Board
of Directors will designate one member as Chairperson. Members of the Audit Committee will serve until a
replacement member is appointed by the Board of Directors.
Meetings
The Audit Committee will generally meet eight times each year coincident with the timing of Board of
Directors meetings and prior to the release of the Company’s quarterly and annual fiscal year earnings. Each
meeting will include an executive session, which will allow the Audit Committee to maintain free and open
communications with the Company’s independent auditors and internal audit department.
Reporting
The Audit Committee will keep minutes summarizing each meeting and report to the Board of Directors
on its activities. If requested by the Board of Directors, the Audit Committee may invite the independent auditors
to attend the full Board meeting to assist in reporting the results of their annual audit and answer questions
from other directors. Alternatively, the other directors, particularly the other independent directors, may be
invited to attend the Audit Committee meeting during which the results of the annual audit are reviewed or other
Audit Committee meetings, as appropriate.
Proxy Materials
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