Autodesk 2013 Annual Report Download - page 26

2013 Proxy Statement 18
CORPORATE GOVERNANCE
Autodesk is committed to the highest standards of
corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board 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. Our
employees operate in a climate of responsibility, candor
and integrity.
Corporate Governance Guidelines; Code
of Business Conduct and Ethics
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. Over the years, we have
devoted substantial attention to the subject of corporate
governance and have developed Corporate Governance
Guidelines (the “Guidelines”). The Guidelines set forth the
principles that guide our Board's 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 first adopted the Guidelines in December 1995
and has refined them periodically since then. For example,
in March 2007, the Board amended the Guidelines to
provide for majority voting in director elections, except for
contested elections, and to provide that the Board would
only nominate a director who has already submitted a
resignation that will take effect if such director fails to
receive a majority vote and the Board accepts the
resignation. In March 2009, the Board again amended the
Guidelines to provide for a non-executive Chairman of the
Board. In March 2010, the Board amended the Guidelines
to, among other things, clearly outline the Board's
responsibility for overseeing Autodesk's risk management.
In December 2011, the Board amended the Guidelines to
address changes in a director's occupation, among other
things. The Guidelines are available on our website at
www.autodesk.com under “Investor Relations-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
all individuals 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 “Investor Relations-Corporate
Governance.” 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 Global Select Market (“NASDAQ”).
Stock Ownership Guidelines
Our directors and executive officers are encouraged to be
Autodesk stockholders through participation in our equity
compensation plans. Beginning in fiscal 2013, the Board
resolved to transition prior voluntary stock ownership
guidelines to mandatory stock holding requirements for
executive officers and directors. The new requirement for
stock holdings provides 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 10,000 shares. The Board reviews progress
against these guidelines and requirements annually and
updates them as appropriate. See “Executive
Compensation—Compensation Discussion and Analysis”
on page 23 for additional information regarding Autodesk's
stock ownership guidelines.
Independence of the Board
As required by applicable NASDAQ listing standards, a
majority of the members of our Board qualify as
“independent.” The Board has determined that, with the
exception of Carl Bass, our President and Chief Executive
Officer, all of its members are “independent directors” as
that term is defined by applicable NASDAQ listing
standards. That 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 applicable NASDAQ listing standards, the Board has
made a subjective determination as to each independent
director that no relationships exist that, 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.