Autodesk 2006 Annual Report Download - page 44

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Responsibilities
The Audit Committee will:
1. Approve the selection, compensation, evaluation, and replacement of, and oversee the work of, the
independent auditors (including the resolution of any disagreements between management and the
independent auditor regarding financial reporting); and pre-approve all fees and terms of audit and non-
audit engagements, including the audit engagement letter.
2. Have a clear understanding with management and the independent auditors that the independent auditors
are ultimately accountable to the Audit Committee and the Board of Directors, as representatives of the
Company’s stockholders.
3. Monitor the independence and objectivity of the independent auditors and ensure that the Committee annually
receives from the independent auditors the required formal written statement on their independence.
4. Prior to the annual independent audit, review with the independent auditors and financial management
the scope of the independent audit and the areas of audit emphasis.
5. Review with management and the independent auditors the financial statements, including the Company’s
disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations,
prior to the filing of the Company’s Annual Report on Form 10-K. Discuss with the independent auditors
their judgment about the quality, not just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity and completeness of the disclosures in the financial statements.
6. Discuss with management and the independent auditors the management letter and response and any other
matters required to be communicated to the Audit Committee by the independent auditors.
7. Review with management and the independent auditors the interim financial statements, including the
Company’s disclosures under Management’s Discussion and Analysis of Financial Condition and Results of
Operations, prior to the filing of the Company’s quarterly report on Form 10-Q and discuss the results of
the quarterly review and any other matters required to be communicated to the Audit Committee by the
independent auditors.
8. Together with management, select and subsequently evaluate the internal audit head.
9. Approve the charter of the internal audit department and the annual internal audit plan.
10. Review the results of internal audit’s activities, including evaluation of compliance with laws, regulations
and Company policy.
11. Monitor actions taken to address matters noted in internal audit reports and in management letters issued
by the independent auditors.
12. Discuss and review Autodesk’s key internal accounting control policies and procedures and accounting
policy changes.
13. Provide a forum for internal audit and the independent auditors to meet in closed session with the
Audit Committee.
14. Establish and monitor the procedures for handling complaints regarding accounting, internal accounting
controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by
employees regarding accounting and auditing matters.
15. Review compliance with Autodesk’s Related Party and Non-routine Transactions Policy, including reviewing
and approving in advance any proposed related party transactions.
16. Review the Company’s plans and subsequent progress in addressing and resolving significant operational
or other issues as they may arise.
A-2