Autodesk 2010 Annual Report Download - page 35

Autodesk. The full Board of Directors receives updates from our executive officers and outside advisors
regarding certain risks the company faces, including litigation, corporate governance best practices and various
operating risks.
In addition, our Board committees each oversee certain aspects of risk management. For example, our Audit
Committee is responsible for overseeing the management of risks associated with the Company’s financial
reporting, accounting and auditing matters; our Compensation and Human Resources Committee oversees our
executive officer succession planning and risks associated with our compensation policies and programs; and our
Corporate Governance and Nominating Committee oversees the management of risks associated with director
independence, conflicts of interest, composition and organization of our Board of Directors, and director
succession planning. Our Board committees report their findings to the full Board of Directors.
Senior executive officers attend all meetings of the Board of Directors and its standing committees and are
available to address any questions or concerns raised by the Board of Directors on risk management-related and
any other matters. Annually, the Board of Directors holds strategic planning sessions with senior executive
officers to discuss strategies, key challenges, and risks and opportunities for the company.
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
94903, Attention: General Counsel, and must include the candidate’s name, home and business contact
information, detailed biographical data and qualifications, information regarding any relationships between the
candidate and the Company within the last three years and evidence of the nominating person’s ownership of
Company stock.
The Corporate Governance and Nominating Committee’s criteria and process for evaluating and identifying
the candidates that it selects, or recommends to the full Board of Directors for selection, as director nominees are
as follows:
• The Corporate Governance and Nominating Committee regularly reviews the current composition and
size of the Board of Directors.
• The Corporate Governance and Nominating Committee oversees an annual evaluation of the
performance of the Board of Directors as a whole and evaluates the performance of individual
members of the Board of Directors eligible for re-election at the annual meeting of stockholders.
• In its evaluation of director candidates, including the members of the Board of Directors eligible for
re-election, the Corporate Governance and Nominating Committee seeks to achieve a balance of
knowledge, experience and capability on the Board of Directors and considers (1) the current size and
composition of the Board of Directors and the needs of the Board of Directors and the respective
committees of the Board of Directors, (2) such factors as character, judgment, diversity, age, expertise,
business experience, length of service, independence, other commitments and the like, (3) relationships
between directors and the Company’s customers and suppliers, and (4) such other factors as the
Corporate Governance and Nominating Committee may consider appropriate.
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