Autodesk 2011 Annual Report Download - page 25

The Corporate Governance and Nominating Committee’s criteria and process for evaluating and identifying
the candidates that it selects, or recommends to the full Board of Directors for selection, as director nominees are
as follows:
• The Corporate Governance and Nominating Committee regularly reviews the current composition and
size of the Board of Directors.
• The Corporate Governance and Nominating Committee oversees an annual evaluation of the
performance of the Board of Directors as a whole and evaluates the performance of individual
members of the Board of Directors eligible for re-election at the annual meeting of stockholders.
• In its evaluation of director candidates, including the members of the Board of Directors eligible for
re-election, the Corporate Governance and Nominating Committee seeks to achieve a balance of
knowledge, experience and capability on the Board of Directors and considers (1) the current size and
composition of the Board of Directors and the needs of the Board of Directors and the respective
committees of the Board of Directors, (2) such factors as character, judgment, diversity, age, expertise,
business experience, length of service, independence, other commitments and the like, (3) relationships
between directors and the Company’s customers and suppliers, and (4) such other factors as the
Corporate Governance and Nominating Committee may consider appropriate.
• 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 24, 2011, 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
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