Autodesk 2009 Annual Report Download - page 29

CORPORATE GOVERNANCE
Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board of Directors provides independent leadership in the exercise of its
responsibilities. Our management oversees a strong system of internal controls and compliance with corporate
policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and
integrity.
Corporate Governance Guidelines and Code of Business Conduct
We believe the highest standards of corporate governance and business conduct are essential to running our
business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. For a
number of years, we have devoted substantial attention to the subject of corporate governance and have over
those years developed Corporate Governance Guidelines (the “Guidelines”). The Guidelines set forth the
principles that guide our Board of Directors’ exercise of its responsibility to oversee corporate governance,
maintain its independence, evaluate its own performance and the performance of our executive officers and set
corporate strategy. The Board of Directors first adopted the Guidelines in December 1995 and has refined them
from time to time since then. For example, in March 2007, the Board of Directors amended the Guidelines to
provide for majority voting in director elections, except for contested elections, and to provide that the Board of
Directors would only nominate a director who has submitted his or her resignation in advance of an election,
which resignation would be contingent on the failure of such director to receive a majority vote and the
acceptance of the Board of Directors of such resignation. In March 2009, the Board of Directors amended the
Guidelines to provide for a non-executive Chairman of the Board of Directors. The Guidelines are available on
our website at www.autodesk.com under “Investors—Corporate Governance.”
In addition, we have adopted a Code of Business Conduct for directors and employees and a Code of Ethics
for Senior Executive and Financial Officers, including our principal executive officer, principal financial officer,
principal accounting officer and persons performing similar functions, to ensure that our business is conducted in
a consistently legal and ethical manner. Our current Code of Business Conduct and Code of Ethics for Senior
Executive and Financial Officers are available on our website at www.autodesk.com under “Investors—Corporate
Governance.” In September 2007 we amended our Code of Business Conduct. We will post on this section of our
website any amendment to our Code of Business Conduct or Code of Ethics for Senior Executive and Financial
Officers, as well as any waivers of the Code of Business Conduct or Code of Ethics for Senior Executive and
Financial Officers that are required to be disclosed by the rules of the SEC or The Nasdaq Stock Market.
Stock Ownership Guidelines
Our directors and officers are encouraged to be Autodesk stockholders through their participation in our
stock option plans. The Board of Directors has established voluntary stock ownership guidelines for our directors
and executive officers designed to encourage long-term stock ownership in Autodesk and more closely link their
interests with those of our other stockholders. These guidelines provide that, within a four-year period, executive
officers should attain an investment position in Autodesk stock equal to a fixed number of shares, depending on
the individual’s scope of responsibilities, and directors should attain an investment position in Autodesk stock of
at least 5,000 shares. The Board of Directors reviews progress against these guidelines annually and updates the
stock ownership guidelines, as appropriate. See “Executive Compensation—Compensation Discussion and
Analysis” below for additional information regarding the Company’s voluntary stock ownership guidelines.
Independence of the Board of Directors
The Board of Directors has determined that, with the exception of Carl Bass, our Chief Executive Officer,
President and former Interim Chief Financial Officer, 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
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