Autodesk 2007 Annual Report Download - page 25

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Proxy Materials
Independence of the Board of Directors
The Board of Directors has determined that, with the exception of Carol A. Bartz, our Executive
Chairman, and Carl Bass, our Chief Executive Officer and President, all of its members are “independent
directors” as that term is defined in the listing standards of The Nasdaq Stock Market. Such independence
definition includes a series of objective tests, including that the director is not an employee of the company
and has not engaged in various types of business dealings with the company. In addition, as further required
by the Nasdaq listing standards, the Board of Directors has made a subjective determination as to each
independent director that no relationships exist which, in the opinion of the Board of Directors, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
independent directors meet regularly in executive session, without members of management present, as
part of the quarterly meeting procedure.
Board Meetings and Board Committees
The Board of Directors held a total of 8 meetings (including regularly scheduled and special meetings)
during fiscal 2007. No director attended fewer than 75% of the total number of meetings of the Board
of Directors and committees of which he or she is a member, if any. The Company’s Board of Directors
currently has three standing committees: an Audit Committee, a Compensation and Human Resources
Committee, and a Corporate Governance and Nominating Committee.
Audit Committee
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. Following the 2007 Annual Meeting, the Audit Committee
will consist of directors J. Hallam Dawson, Chairman, Per-Kristian Halvorsen 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. Dawson, Mr. Scheid and Ms.
Taylor are each an “audit committee financial expert” as defined in rules of the Securities and Exchange
Commission (the “SEC”).
The Audit Committee held 8 formal meetings during fiscal 2007 and met numerous times informally.
The Audit Committee has adopted a written charter approved by the Board of Directors, which is available
on the Company’s website at www.autodesk.com under “About Us – Investors – Corporate Governance.”
See “Report of the Audit Committee of the Board of Directors” below for more information regarding
the functions of the Audit Committee.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee currently consists of Crawford W. Beveridge,
Chairman, J. Hallam Dawson and Michael J. Fister, each of whom qualifies as an independent director
under the listing standards of The Nasdaq Stock Market.
The Compensation and Human Resources Committee reviews compensation and benefits for our
executives and has authority to grant stock options to executive officers and non-executive employees
under our stock plans. Because options are granted automatically to non-employee directors under the
non-discretionary 2000 Directors’ Option Plan, the Compensation and Human Resources Committee
consists solely of non-employee directors ineligible to participate in the Company’s discretionary
employee stock programs. See “Executive Compensation – Compensation Discussion and Analysis” and
“Executive Compensation – Compensation of Directors” below for a description of Autodesk’s processes
and procedures for the consideration and determination of executive compensation.