Autodesk 2009 Annual Report Download - page 23

PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm
to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2010, and
recommends that the stockholders vote for ratification of such appointment. In the event of a negative vote on
such ratification, the Audit Committee will reconsider its selection.
Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31,
1983.
We expect representatives of Ernst & Young LLP to be present at the meeting. They will have the
opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Principal Accounting Fees and Services
The following table presents fees billed for professional audit services and other services rendered to the
Company by Ernst & Young LLP for the fiscal years ended January 31, 2009 and 2008.
Fiscal 2009 Fiscal 2008
Audit Fees(1) ................................................ $3,488,376 $3,526,861
Audit-Related Fees ........................................... — —
Tax Fees(2) ................................................. 1,008,644 824,070
All Other Fees ............................................... — —
Total ...................................................... $4,497,020 $4,350,931
(1) Audit Fees consisted of fees billed for professional services rendered for the integrated audit of the
Company’s annual financial statements and management’s report on internal controls included in the
Company’s Annual Reports on Form 10-K and for the review of the financial statements included in the
Company’s Quarterly Reports on Form 10-Q, as well as services that generally only the Company’s
independent registered public accountants can reasonably provide, including statutory audits and services
rendered in connection with SEC filings. The fiscal year 2008 fees include approximately $0.4 million for
audit services related to the Company’s voluntary stock option review.
(2) Tax Fees consisted of fees billed for tax compliance, consultation and planning services.
Pre-Approval of Audit and Non-Audit Services
All audit and non-audit services provided by Ernst & Young LLP to the Company must be pre-approved by
the Audit Committee. The Audit Committee utilizes the following procedures in pre-approving all audit and
non-audit services provided by Ernst & Young LLP. The Audit Committee is presented with a detailed listing of
the individual audit and non-audit services and fees (separately describing audit-related services, tax services and
other services) expected to be provided by Ernst & Young LLP during the year. Periodically, the Audit
Committee is presented with an update of all pre-approved audit and non-audit services conducted and any new
audit and non-audit services to be provided by Ernst & Young LLP are updated, if necessary. The Audit
Committee reviews the Company’s update and approves the services outlined therein if such services are
acceptable to the Audit Committee.
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