Autodesk 2011 Annual Report Download - page 22

The NASDAQ Stock Market. Such independence definition includes a series of objective tests, including that the
director is not an employee of the Company and has not engaged in various types of business dealings with the
Company. In addition, as further required by the NASDAQ listing standards, the Board of Directors has made a
subjective determination as to each independent director that no relationships exist which, in the opinion of the
Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director.
The independent directors meet regularly in executive session, without executive officers present, as part of
the quarterly meeting procedure.
Board Meetings and Board Committees
The Board of Directors held a total of six meetings (including regularly scheduled and special meetings)
during fiscal 2011. Other than Mr. Maloney, who was on a medical leave of absence during most of our fiscal
2011, no director attended fewer than 75 percent of the total number of meetings of the Board of Directors and
committees of which he or she is a member, if any during fiscal 2011. The Company’s Board of Directors
currently has three standing committees: an Audit Committee, a Compensation and Human Resources
Committee, and a Corporate Governance and Nominating Committee.
Audit Committee
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange
Act, currently consists of directors Charles J. Robel (Chairman), J. Hallam Dawson and Crawford W. Beveridge,
each of whom is “independent” as such term is defined for audit committee members by the listing standards of
The NASDAQ Stock Market. The Board of Directors has determined that Messrs. Robel and Dawson are each an
“audit committee financial expert” as defined in the rules of the SEC.
The Audit Committee held 13 meetings during fiscal 2011. The Audit Committee has adopted a written
charter approved by the Board of Directors, which is available on the Company’s website at www.autodesk.com
under “Investors—Corporate Governance.”
On March 24, 2011, on the recommendation of the Corporate Governance and Nominating Committee, the
Board of Directors approved the following appointments to the Audit Committee: Charles J. Robel (Chairman),
J. Hallam Dawson and Lorrie M. Norrington. The Board of Directors has determined that Mr. Robel,
Mr. Dawson and Ms. Norrington are each “independent” as such term is defined for audit committee members by
the listing standards of The Nasdaq Stock Market and that Mr. Robel, Mr. Dawson and Ms. Norrington are each
an “audit committee financial expert” as defined in rules of the SEC. These appointments will be effective
immediately following the Company’s Annual Meeting of Stockholders on June 16, 2011.
See “Report of the Audit Committee of the Board of Directors” below for more information regarding the
functions of the Audit Committee.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee currently consists of Steven M. West (Chairman),
Per-Kristian Halvorsen and Mary T. McDowell, each of whom qualifies as an independent director under the
listing standards of The NASDAQ Stock Market.
The Compensation and Human Resources Committee reviews compensation and benefits for our executive
officers and has authority to grant stock options and restricted stock to executive officers and non-executive
employees under our stock plans. Because options are granted automatically to non-employee directors under the
non-discretionary 2010 Outside Directors’ Stock Plan, the Compensation and Human Resources Committee
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