Autodesk 2010 Annual Report Download - page 19

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, 2011, 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. Even if the selection of Ernst & Young LLP
is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered
public accounting firm at any time during the year if the Audit Committee determines that such a change would
be in the Company’s and its stockholders’ best interests.
Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31,
1983.
We expect a representative of Ernst & Young LLP to be present at the meeting. The Ernst & Young
representative will have the opportunity to make a statement if he or she desires 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, 2010 and 2009.
Fiscal 2010 Fiscal 2009
Audit Fees(1) ................................................ $2,348,400 $3,488,376
Audit-Related Fees ........................................... — —
Tax Fees(2) ................................................. 959,799 1,008,644
All Other Fees ............................................... — —
Total ...................................................... $3,308,199 $4,497,020
(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 other services, including statutory audits and
services rendered in connection with SEC filings.
(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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