Autodesk 2011 Annual Report Download - page 21

CORPORATE GOVERNANCE
Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board of Directors provides independent leadership in the exercise of its
responsibilities. Our executive officers oversee a strong system of internal controls and compliance with
corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility,
candor and integrity.
Corporate Governance Guidelines and Code of Business Conduct
We believe the highest standards of corporate governance and business conduct are essential to running our
business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. For a number of
years, we have devoted substantial attention to the subject of corporate governance and have over those years
developed Corporate Governance Guidelines (the “Guidelines”). The Guidelines set forth the principles that guide
our Board of Directors’ exercise of its responsibility to oversee corporate governance, maintain its independence,
evaluate its own performance and the performance of our executive officers and set corporate strategy. The Board of
Directors first adopted the Guidelines in December 1995 and has refined them from time to time since then. For
example, in March 2007, the Board of Directors amended the Guidelines to provide for majority voting in director
elections, except for contested elections, and to provide that the Board of Directors would only nominate a director
who has submitted his or her resignation in advance of an election, which resignation would be contingent on the
failure of such director to receive a majority vote and the acceptance of the Board of Directors of such resignation.
In March 2009, the Board of Directors again amended the Guidelines to provide for a non-executive Chairman of
the Board of Directors. In March 2010, the Board of Directors further amended the Guidelines, among other things,
to clearly outline the responsibility of our Board of Directors for the oversight of Autodesk’s risk management. The
Guidelines are available on our website at www.autodesk.com under “Investors—Corporate Governance.”
In addition, we have adopted a Code of Business Conduct for directors and employees and a Code of Ethics
for Senior Executive and Financial Officers, including our principal executive officer, principal financial officer,
principal accounting officer, all senior vice presidents and persons reporting to our principal financial officer, to
ensure that our business is conducted in a consistently legal and ethical manner. Our current Code of Business
Conduct and Code of Ethics for Senior Executive and Financial Officers are available on our website at
www.autodesk.com under “Investors—Corporate Governance.” We last amended our Code of Business Conduct
in September 2010. We will post on this section of our website any amendment to our Code of Business Conduct
or Code of Ethics for Senior Executive and Financial Officers, as well as any waivers of the Code of Business
Conduct or Code of Ethics for Senior Executive and Financial Officers that are required to be disclosed by the
rules of the SEC or The NASDAQ Stock Market.
Stock Ownership Guidelines
Our directors and executive officers are encouraged to be Autodesk stockholders through participation in
our stock option plans. The Board of Directors has established voluntary stock ownership guidelines for our
directors and executive officers designed to encourage long-term stock ownership in Autodesk and more closely
link their interests with those of our other stockholders. These guidelines provide that, within a four-year period,
executive officers should attain an investment position in Autodesk stock equal to a fixed number of shares,
depending on the individual’s scope of responsibilities, and directors should attain an investment position in
Autodesk stock of at least 5,000 shares. The Board of Directors reviews progress against these guidelines
annually and updates them as appropriate. See “Executive Compensation—Compensation Discussion and
Analysis” below for additional information regarding the Company’s voluntary stock ownership guidelines.
Independence of the Board of Directors
The Board of Directors has determined that, with the exception of Carl Bass, our Chief Executive Officer
and President, all of its members are “independent directors” as that term is defined in the listing standards of
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