Autodesk 2010 Annual Report Download - page 34

The Evaluation Committee was established by the Board of Directors in April 2009 following separate
requests from representative plaintiffs from each of two lawsuits brought against the Company, certain of its
current and former members of the Board of Directors, and current and former executive officers (the “Giles
Case” and the “Koerner Case”) that the Board of Directors review the processes followed and conclusions
reached during the investigation of the Company’s historical stock option practices and related accounting (the
“Demand Letters”). The Evaluation Committee retained independent counsel to assist in their review of the
Demand Letters. The plaintiff in the Giles Case subsequently withdrew her demand letter. After a thorough
review and analysis, the Evaluation Committee determined that it would not be in the best interests of the
Company and its stockholders to pursue any of the claims raised in the Koerner Demand Letter. On August 11,
2009, the Board of Directors met and considered the report of the Evaluation Committee and unanimously
rejected the Koerner Demand Letter.
The Evaluation Committee held seven meetings during fiscal 2010.
Board Leadership Structure
Our Corporate Governance Principles provide that the Board of Directors shall fill the Chairman of the
Board of Directors and Chief Executive Officer positions after consideration of a number of factors, including
current size of our business, composition of the Board of Directors, current candidates for such positions, our
succession planning goals and the like. We currently separate the positions of Chief Executive Officer and
Non-executive Chairman of the Board of Directors. Since March 2009, Mr. Beveridge, one of our independent
directors who previously served as our Lead Director, has served as our non-executive Chairman of the Board of
Directors. Our Corporate Governance Principles also provide that in the event that the Chairman of the Board of
Directors is not an independent Director, the Board of Directors should elect a “Lead Independent Director.” The
responsibilities of the Chairman of the Board of Directors or the Lead Independent Director include: setting the
agenda for each meeting of the Board of Directors, in consultation with the Chief Executive Officer; presiding at
executive sessions; and facilitating communication with the Board of Directors, executive officers and
stockholders.
Separating the positions of Chief Executive Officer and Chairman of the Board of Directors allows our
Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board of
Directors to lead the Board of Directors in its fundamental role of providing independent advice to and oversight
of management. The Board of Directors believes that having an independent director serve as Chairman of the
Board of Directors is the appropriate leadership structure for the Company at this time and demonstrates our
commitment to good corporate governance.
In addition, as described in more detail below, our Board of Directors has three standing committees, each
chairman and each member of which is an independent director. Our Board of Directors delegates substantial
responsibility to each committee of the Board of Directors, which reports their activities and actions back to the
full Board of Directors. We believe that the independent committees of our Board of Directors and their
chairpersons are an important aspect of the leadership structure of our Board of Directors.
Risk Oversight
Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk
management. With the oversight of our full Board of Directors, our executive officers are responsible for the
day-to-day management of the material risks Autodesk faces. In its oversight role, our Board of Directors has the
responsibility to satisfy itself that the risk management processes designed and implemented by our executive
officers are adequate and functioning as designed. The involvement of the full Board of Directors in setting our
business strategy at least annually is a key part of its oversight of risk management, its assessment of our
executive officers’ appetite for risk and its determination of what constitutes an appropriate level of risk for
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