Autodesk 2009 Annual Report Download - page 30

objective tests, including that the director is not an employee of the Company and has not engaged in various
types of business dealings with the Company. In addition, as further required by the Nasdaq listing standards, the
Board of Directors has made a subjective determination as to each independent director that no relationships exist
which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
The independent directors meet regularly in executive session, without members of management present, as
part of the quarterly meeting procedure.
Board Meetings and Board Committees
The Board of Directors held a total of eight meetings (including regularly scheduled and special meetings)
during fiscal 2009. No director attended fewer than 75 percent of the total number of meetings of the Board of
Directors and committees of which he or she is a member, if any. The Company’s Board of Directors currently
has three standing committees: an Audit Committee, a Compensation and Human Resources Committee, and a
Corporate Governance and Nominating Committee.
Audit Committee
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange
Act, currently consists of directors Charles J. Robel (Chairman), J. Hallam Dawson and Elizabeth A. Nelson,
each of whom is “independent” as such term is defined for audit committee members by the listing standards of
The Nasdaq Stock Market. The Board of Directors has determined that Mr. Robel, Mr. Dawson and Ms. Nelson
are each an “audit committee financial expert” as defined in the rules of the SEC.
The Audit Committee held 13 meetings during fiscal 2009. The Audit 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 “Investors—Corporate Governance.”
See “Report of the Audit Committee of the Board of Directors” below for more information regarding the
functions of the Audit Committee.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee currently consists of Crawford W. Beveridge
(Chairman), Per-Kristian Halvorsen and Steven M. West, each of whom qualifies as an independent director
under the listing standards of The Nasdaq Stock Market.
The Compensation and Human Resources Committee reviews compensation and benefits for our executives
and has authority to grant stock options to executive officers and non-executive employees under our stock plans.
Because options are granted automatically to non-employee directors under the non-discretionary 2000
Directors’ Option Plan, the Compensation and Human Resources Committee consists solely of non-employee
directors ineligible to participate in the Company’s discretionary employee stock programs. See “Executive
Compensation—Compensation Discussion and Analysis” below for a description of Autodesk’s processes and
procedures for the consideration and determination of executive compensation.
The Compensation and Human Resources Committee held 10 meetings during fiscal 2009. 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 “Investors—Corporate
Governance.”
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