Autodesk 2011 Annual Report Download - page 23

consists solely of non-employee directors ineligible to participate in the Company’s discretionary employee stock
programs. See “Executive Compensation—Compensation Discussion and Analysis” below for a description of
Autodesk’s processes and procedures for the consideration and determination of executive compensation.
The Compensation and Human Resources Committee held seven meetings during fiscal 2011. The
Compensation and Human Resources 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.”
The “Compensation Committee Report” is included in this proxy statement on page 31.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen
(Chairman), Crawford W. Beveridge and Sean Maloney, each of whom qualifies as an independent director
under the listing standards of The NASDAQ Stock Market.
The Corporate Governance and Nominating Committee is responsible for the development of general
criteria regarding the qualifications and selection of members of the Board of Directors and recommending
candidates for election to the Board of Directors. The Corporate Governance and Nominating Committee is also
responsible for developing overall governance guidelines, overseeing the performance of the Board of Directors
and reviewing and making recommendations regarding director composition and the mandates of Board of
Directors committees. The Corporate Governance and Nominating Committee will consider recommendations of
candidates for the Board of Directors submitted by stockholders of the Company; for more information, see
“Corporate Governance—Nominating Process for Recommending Candidates for Election to the Board of
Directors.”
The Corporate Governance and Nominating Committee held four meetings during fiscal 2011. The
Corporate Governance and Nominating 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.”
Board Leadership Structure
Our Corporate Governance Principles provide that the Board of Directors shall fill the Chairman of the Board
of Directors and Chief Executive Officer positions after consideration of a number of factors, including current size
of our business, composition of the Board of Directors, current candidates for such positions, our succession
planning goals and the like. We currently separate the positions of Chief Executive Officer and Non-executive
Chairman of the Board of Directors. Since March 2009, Mr. Beveridge, one of our independent directors who
previously served as our Lead Director, has served as our non-executive Chairman of the Board of Directors. Our
Corporate Governance Principles also provide that in the event that the Chairman of the Board of Directors is not an
independent Director, the Board of Directors should elect a “Lead Independent Director.” The responsibilities of the
Chairman of the Board of Directors or the Lead Independent Director include: setting the agenda for each meeting
of the Board of Directors, in consultation with the Chief Executive Officer; presiding at executive sessions; and
facilitating communication with the Board of Directors, executive officers and stockholders.
Separating the positions of Chief Executive Officer and Chairman of the Board of Directors allows our
Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board of
Directors to lead the Board of Directors in its fundamental role of providing independent advice to and oversight
of management. The Board of Directors believes that having an independent director serve as Chairman of the
Board of Directors is the appropriate leadership structure for the Company at this time and demonstrates our
commitment to good corporate governance.
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