Autodesk 2007 Annual Report Download - page 58

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee is a committee of the Board of Directors comprised solely of independent
directors as required by the listing standards of The Nasdaq Stock Market and rules of the SEC. The Audit
Committee operates under 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
composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit
Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for
corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter on
an annual basis.
As described more fully in its charter, the purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the financial reporting, the systems of
internal control and the audit process; and by monitoring compliance with applicable laws, regulations
and policies.
The Audit Committee reviewed and discussed the audited financial statements for fiscal year 2007
with management and Ernst & Young LLP, Autodesk’s independent auditors. Management is responsible
for the quarterly and annual financial statements and the reporting process, including the systems of
internal controls. Ernst & Young LLP is responsible for expressing an opinion on the conformity of our
audited financial statements with generally accepted accounting principles. In addition, we received from
and discussed with Ernst & Young LLP the written disclosures and the letter required by Independence
Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” discussed Ernst &
Young LLP’s independence with them, and discussed with Ernst & Young LLP the matters required to be
discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees,” each
as currently in effect. We also discussed with management and with Ernst & Young LLP the evaluation of
Autodesk’s internal controls and the effectiveness of Autodesk’s internal control over financial reporting,
as required by Section 404 of the Sarbanes-Oxley Act of 2002.
The Audit Committee discussed with Autodesk’s internal and independent auditors the overall
scope and plans for their respective audits. In addition, the Audit Committee met with the internal and
the independent auditors, with and without management present, and discussed the results of their
examinations and the overall quality of Autodesk’s financial reporting.
On the basis of these reviews and discussions, the Audit Committee recommended to the Board
of Directors (and the Board of Directors has approved) that Autodesk’s audited financial statements be
included in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2007 for filing
with the SEC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Mary Alice Taylor, Chairman
Steven L. Scheid
Larry W. Wangberg