Autodesk 2007 Annual Report Download - page 24

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To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman
of the Audit Committee the authority to amend or modify the list of audit and non-audit services and
fees; provided, however, that such additional or amended services may not affect Ernst & Young LLP’s
independence under 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 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 Board of Directors first adopted these Guidelines in
December 1995 and has refined them from time to time since then. Most recently, in March 2007, the
Board of Directors amended the Guidelines to provide for majority voting in director elections, except for
contested elections, and to provide that the Board of Directors would only nominate a director who has
submitted his or her resignation in advance of an election, which resignation would be contingent on the
failure of such director to receive a majority vote and the acceptance of the Board of Directors of such
resignation. 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.