Autodesk 2007 Annual Report Download - page 27

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Proxy Materials
• The Corporate Governance and Nominating Committee regularly reviews the current composition
and size of the Board.
• The Corporate Governance and Nominating Committee oversees an annual evaluation of the
performance of the Board of Directors as a whole and evaluates the performance of individual
members of the Board of Directors eligible for re-election at the annual meeting of stockholders.
• In its evaluation of director candidates, including the members of the Board of Directors eligible
for re-election, the Corporate Governance and Nominating Committee seeks to achieve a balance
of knowledge, experience and capability on the Board and considers (1) the current size and
composition of the Board of Directors and the needs of the Board of Directors and the respective
committees of the Board, (2) such factors as issues of character, judgment, diversity, age, expertise,
business experience, length of service, independence, other commitments and the like, (3)
relationships between directors and the Company’s customers and suppliers, and (4) such other
factors as the Corporate Governance and Nominating Committee may consider appropriate.
• While the Corporate Governance and Nominating Committee has not established specific
minimum qualifications for director candidates, the Corporate Governance and Nominating
Committee believes that candidates and nominees must reflect a Board that is comprised of
directors who (1) are predominantly independent, (2) are of high integrity, (3) have broad, business-
related knowledge and experience at the policy-making level in business or technology, including
their understanding of the software industry and the Company’s business in particular, (4) have
qualifications that will increase overall Board effectiveness and (5) meet other requirements as
may be required by applicable rules, such as financial literacy or financial expertise with respect to
audit committee members.
• With regard to candidates who are properly recommended by stockholders or by other means,
the Corporate Governance and Nominating Committee will review the qualifications of any
such candidate, which review may, in the Corporate Governance and Nominating Committee’s
discretion, include interviewing references for the candidate, direct interviews with the candidate,
or other actions that the Corporate Governance and Nominating Committee deems necessary or
proper.
• In evaluating and identifying candidates, the Corporate Governance and Nominating Committee
has the authority to retain and terminate any third party search firm that is used to identify director
candidates, and has the authority to approve the fees and retention terms of any search firm.
• The Corporate Governance and Nominating Committee will apply these same principles when
evaluating Board candidates who may be elected initially by the full Board to fill vacancies or add
additional directors prior to the annual meeting of stockholders at which directors are elected.
• After completing its review and evaluation of director candidates, the Corporate Governance and
Nominating Committee selects, or recommends to the full Board of Directors for selection, the
director nominees.
Attendance at Annual Stockholders Meetings by the Board of Directors
The Company does not have a formal policy regarding attendance by members of the Board of
Directors at the Company’s annual meeting of stockholders. The Company encourages, but does not
require, directors to attend. Nine of our directors attended the Company’s 2006 annual meeting of
stockholders.
Contacting the Board of Directors
Communications from stockholders to the non-employee directors should be addressed to the Lead
Director as follows: J. Hallam Dawson, Autodesk Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael,
California 94903.