Autodesk 2013 Annual Report Download - page 22

2013 Proxy Statement 14
PROPOSAL TWO - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as
the independent registered public accounting firm to audit
the consolidated financial statements of Autodesk for the
fiscal year ending January 31, 2014, and recommends that
the stockholders vote to ratify that appointment. In the
event of a negative vote on this proposal, the Audit
Committee will reconsider its selection. Even if the
selection of Ernst & Young LLP is ratified, the Audit
Committee, in its discretion, may direct the selection of a
different independent registered public accounting firm at
any time during the year if the Audit Committee
determines that such a change would be in the best
interests of Autodesk and its stockholders.
Ernst & Young LLP has audited our financial statements
annually since the fiscal year ended January 31, 1983.
We expect a representative of Ernst & Young LLP to be
present at the Annual Meeting. The representative will
have the opportunity to make a statement if he or she
desires to do so and will be available to respond to
appropriate questions.
______________________________________________________________________________________________________
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
______________________________________________________________________________________________________
Principal Accounting Fees and Services
The following table presents fees billed for professional audit services and other services rendered to Autodesk by Ernst &
Young LLP and its affiliates for the fiscal years ended January 31, 2013, and 2012.
Fiscal 2013 Fiscal 2012
(in thousands)
Audit Fees (1) $ 3,123.1 $ 2,479.1
Audit-Related Fees (2) 297.0 —
Tax Fees (3) 622.7 659.7
All Other Fees (4) 250.0 80.0
Total $ 4,292.8 $ 3,218.8
_________________
(1) Audit Fees consisted of fees billed for professional services rendered for the integrated audit of Autodesk's annual financial statements
and management's report on internal controls included in Autodesk's Annual Reports on Form 10-K, for the review of the financial
statements included in Autodesk's Quarterly Reports on Form 10-Q and documents related to our December 2012 debt offering, and for
other services, including statutory audits and services rendered in connection with SEC filings.
(2) Audit-related fees consisted 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 fees for license compliance 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 Autodesk must be pre-
approved by the Audit Committee. The Audit Committee
utilizes the following procedures in pre-approving such
services. 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. 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
update and approves the proposed services if such services
are deemed acceptable.