Autodesk 2010 Annual Report Download - page 36

• While the Corporate Governance and Nominating Committee has not established specific minimum
qualifications for director candidates, the Corporate Governance and Nominating Committee believes
that candidates and nominees must reflect a Board of Directors that is comprised of directors who
(1) are predominantly independent, (2) are of high integrity, (3) have broad, business-related
knowledge and experience at the policy-making level in business or technology, including their
understanding of the software industry and the Company’s business in particular, (4) have
qualifications that will increase overall Board of Directors effectiveness, (5) have varied and divergent
experiences, viewpoints and backgrounds and (6) meet other requirements as may be required by
applicable rules, such as financial literacy or financial expertise with respect to audit committee
members.
• With regard to candidates who are properly recommended by stockholders or by other means, the
Corporate Governance and Nominating Committee will review the qualifications of any such
candidate, which review may, in the Corporate Governance and Nominating Committee’s discretion,
include interviewing references for the candidate, direct interviews with the candidate, or other actions
that the Corporate Governance and Nominating Committee deems necessary or proper.
• In evaluating and identifying candidates, the Corporate Governance and Nominating Committee has
the authority to retain and terminate any third party search firm that is used to identify director
candidates, and has the authority to approve the fees and retention terms of any search firm.
• The Corporate Governance and Nominating Committee will apply these same principles when
evaluating Board of Directors candidates who may be elected initially by the full Board of Directors to
fill vacancies or add additional directors prior to the annual meeting of stockholders at which directors
are elected.
• After completing its review and evaluation of director candidates, the Corporate Governance and
Nominating Committee selects, or recommends to the full Board of Directors for selection, the director
nominees.
The Corporate Governance and Nominating Committee does not have a formal written policy with regard to
the consideration of diversity in identifying director nominees; however, as discussed above, diversity is one of
the numerous criteria the Corporate Governance and Nominating Committee reviews before recommending a
candidate.
Recently, the Corporate Governance and Nominating Committee reviewed the size and composition of our
Board of Directors. On March 26, 2010, at the recommendation of the Corporate Governance and Nominating
Committee, the Board of Directors amended the Company’s bylaws to increase the size of the Board of Directors
from eight to nine members, to allow for the appointment of Mary T. McDowell to the Board of Directors.
The Board of Directors (which includes our Chief Executive Officer) utilized the services of a third party
search firm to help it identify, screen, conduct background investigations of, and interview potential director
candidates. This process resulted in the appointment of Ms. McDowell on March 26, 2010.
Attendance at Annual Stockholders Meetings by the Board of Directors
The Company does not have a formal policy regarding attendance by members of the Board of Directors at
the Company’s annual meeting of stockholders. The Company encourages, but does not require, directors to
attend. All of our then current directors attended the Company’s 2009 Annual Meeting of Stockholders.
Contacting the Board of Directors
Communications from stockholders to the non-employee directors should be addressed to the non-executive
Chairman as follows: Autodesk, Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903,
Attention: Non-Executive Chairman.
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