Autodesk 2007 Annual Report Download - page 26

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The Compensation and Human Resources Committee held 8 meetings during fiscal 2007. The
Compensation and Human Resources 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.”
The Compensation Committee Report is included in this proxy statement on page 26.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of J. Hallam Dawson,
Chairman, Per-Kristian Halvorsen and Larry W. Wangberg, each of whom qualifies as an independent
director under the listing standards of The Nasdaq Stock Market.
The Corporate Governance and Nominating Committee is responsible for the development of general
criteria regarding the qualifications and selection of board members and recommending candidates for
election to the Board. The Corporate Governance and Nominating Committee is also responsible for
developing overall governance guidelines, overseeing the performance of the Board and reviewing and
making recommendations regarding the composition and mandate of Board committees. The Corporate
Governance and Nominating Committee will consider recommendations of candidates for the Board of
Directors submitted by stockholders of the Company; for more information, see “Corporate Governance
Principles.”
The Corporate Governance and Nominating Committee held 3 meetings during fiscal 2007. The
Corporate Governance and Nominating 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.”
Lead Director
J. Hallam Dawson serves as Lead Director and liaison between management and the other non-
employee directors. The Lead Director schedules and chairs meetings of the independent directors. The
independent directors (including the Lead Director) hold a closed session at each regularly scheduled
Board meeting.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation and Human Resources Committee is or was formerly an officer or
employee of Autodesk or any of its subsidiaries. No interlocking relationship exists between any member
of our Compensation and Human Resources Committee and the compensation committee of any other
company, nor has any such interlocking relationship existed in the past.
Nominating Process for Recommending Candidates for Election to the Board of Directors
The Corporate Governance and Nominating Committee is responsible for, among other things,
determining the criteria for membership on the Board of Directors and recommending candidates for
election to the Board of Directors. It is the policy of the Corporate Governance and Nominating Committee
to consider recommendations for candidates to the Board of Directors from stockholders. Stockholder
recommendations for candidates to the Board of Directors must be directed in writing to Autodesk, Inc.,
c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903, and must include the candidate’s
name, home and business contact information, detailed biographical data and qualifications, information
regarding any relationships between the candidate and the Company within the last three years and
evidence of the nominating person’s ownership of Company stock.
The Corporate Governance and Nominating Committee’s criteria and process for evaluating and
identifying the candidates that it selects, or recommends to the full Board for selection, as director
nominees, are as follows: