Autodesk 2009 Annual Report Download - page 31

On March 12, 2009, on the recommendation of the Corporate Governance and Nominating Committee, the
Board of Directors approved the following appointments to the Compensation and Human Resources Committee:
Steven M. West (Chairman), Per-Kristian Halvorsen and Sean M. Maloney. These appointments are effective as
of June 11, 2009, the date of the Company’s 2009 Annual Meeting of Stockholders.
The Compensation Committee Report is included in this proxy statement on page 33.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen
(Chairman) and Crawford W. Beveridge, each of whom qualifies as an independent director under the listing
standards of The Nasdaq Stock Market.
The Corporate Governance and Nominating Committee is responsible for the development of general
criteria regarding the qualifications and selection of board members and recommending candidates for election to
the Board of Directors. The Corporate Governance and Nominating Committee is also responsible for developing
overall governance guidelines, overseeing the performance of the Board of Directors and reviewing and making
recommendations regarding director composition and the mandates of Board of Directors committees. The
Corporate Governance and Nominating Committee will consider recommendations of candidates for the Board of
Directors submitted by stockholders of the Company; for more information, see “Corporate Governance—
Nominating Process for Recommending Candidates for Election to the Board of Directors.”
The Corporate Governance and Nominating Committee held three meetings during fiscal 2009. The
Corporate Governance and Nominating 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.”
Lead Director and Non-Executive Chairman
Until June 12, 2008, J. Hallam Dawson served as Lead Director and liaison between management and the
other non-employee directors. From June 12, 2008 until March 12, 2009, Crawford W. Beveridge served as the
Lead Director and liaison between management and the other non-employee directors. The Lead Director
scheduled and chaired meetings of the independent directors. The independent directors (including the Lead
Director, if one is then serving) hold a closed session at each regularly scheduled Board of Directors meeting.
Following Carol A. Bartz’s resignation as Executive Chairman in February 2009, the Board of Directors
approved the appointment of Crawford W. Beveridge as the non-executive Chairman of the Board of Directors
on March 12, 2009. The Board of Directors does not anticipate having a Lead Director during Mr. Beveridge’s
service as non-executive Chairman.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation and Human Resources Committee is or was formerly an officer or
employee of Autodesk or any of its subsidiaries. No interlocking relationship exists between any member of our
Compensation and Human Resources Committee and the compensation committee of any other Company, nor
has any such interlocking relationship existed in the past.
Nominating Process for Recommending Candidates for Election to the Board of Directors
The Corporate Governance and Nominating Committee is responsible for, among other things, determining
the criteria for membership on the Board of Directors and recommending candidates for election to the Board of
Directors. It is the policy of the Corporate Governance and Nominating Committee to consider recommendations
for candidates to the Board of Directors from stockholders. Stockholder recommendations for candidates to the
Board of Directors must be directed in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California
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