Autodesk 2011 Annual Report Download - page 18

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, and its affiliates, for the fiscal years ended January 31, 2011 and 2010.
Fiscal 2011 Fiscal 2010
Audit Fees (1) ............................................... $2,303,249 $2,348,400
Audit-Related Fees (2) ........................................ 18,540 —
Tax Fees (3) ................................................. 854,025 959,799
All Other Fees (4) ............................................ 25,000 —
Total ...................................................... $3,200,814 $3,308,199
(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) Audit-related fees consist of fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements. This category includes fees related to
accounting-related consulting services.
(3) Tax Fees consisted of fees billed for tax compliance, consultation and planning services.
(4) Other fees consisted of Enterprise Risk Management consultation services.
Pre-Approval of Audit and Non-Audit Services
All audit and non-audit services provided by Ernst & Young LLP, and its affiliates, 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, and its affiliates. 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, and its
affiliates, 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, and its affiliates, 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.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman of the
Audit Committee the authority to amend or modify the list of audit and non-audit services and fees; provided,
however, that such additional or amended services may not affect Ernst & Young LLP’s independence under
applicable SEC rules. The Chairman reports any such action taken to the Audit Committee at subsequent Audit
Committee meetings.
PROPOSAL THREE
NON-BINDING VOTE ON EXECUTIVE COMPENSATION
The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-
Frank Act, enables our stockholders to vote to approve, on an advisory or non-binding basis, the compensation of
our named executive officers as disclosed in accordance with the SEC’s rules in the “Executive Compensation”
section of this proxy statement beginning on page 16 below. This proposal, commonly known as a “say-on-pay”
proposal, gives our stockholders the opportunity to express their views on our named executive officers’
compensation as a whole. This vote is not intended to address any specific item of compensation or any specific
named executive officer, but rather the overall compensation of all of our named executive officers and the
philosophy, policies and practices described in this proxy statement.
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