Autodesk 2007 Annual Report Download - page 203

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2007 Annual Report
Audit Committee and Audit Committee Financial Expert
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the
Exchange Act, currently consists of directors Mary Alice Taylor, Chairman, Steven L. Scheid and Larry W.
Wangberg, each of whom is “independent” as such term is defined for audit committee members by the
listing standards of The NASDAQ Stock Market. The Board of Directors has determined that Mr. Scheid
and Ms. Taylor are each an “audit committee financial expert” as defined in rules of the Securities and
Exchange Commission (the “SEC”).
Code of Ethics
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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who
own more than 10% of a registered class of our equity securities (“10% Stockholders”), to file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and The NASDAQ Stock
Market. Such executive officers, directors and 10% Stockholders are also required by SEC rules to furnish
us with copies of all Section 16(a) forms that they file.
Based solely on our review of the copies of such reports furnished to us and written representations
that no other reports were required to be filed during fiscal 2007, we are not aware of any late Section 16(a)
filings.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
Our compensation philosophy provides the guiding principles for decisions made by the Compensation
and Human Resources Committee of the Board of Directors (the “Committee”) for our executive officers.
Autodesk operates in the competitive and rapidly changing software and technology industry. In the area
of executive compensation, Autodesk strives to link pay to performance and to the long-term interests of
shareholders by
• Ensuring that the executive team has clear goals and accountability with respect to financial and
nonfinancial corporate performance
• Establishing pay opportunities that are competitive based on prevailing practices for the industry,
the stage of growth of Autodesk, and the dynamic and challenging technology labor markets in
which Autodesk operates
• Assessing performance against individual goals within the context of the Company’s overall
operating results
• Aligning pay incentives with the long-term interests of our shareholders.