Autodesk 2013 Annual Report Download - page 27

2013 Proxy Statement 19
Board Meetings and Board Committees
The Board held a total of six meetings (including regularly
scheduled and special meetings) during fiscal 2013. All
directors attended at least 75% of the total number of
meetings of the Board and committees of which he or she
is a member, if any, during fiscal 2013, other than
Dr. Halvorsen, who attended 69% of such meetings. Dr.
Halvorsen was unable to attend a number of meetings due
to work commitments and travel scheduling conflicts. The
Board 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 Charles J. Robel (Chairman), J.
Hallam Dawson and Lorrie M. Norrington, each of whom
is “independent” as such term is defined for audit
committee members by applicable NASDAQ listing
standards. The Board has determined that Ms. Norrington,
Mr. Robel and Mr. Dawson are each an “audit committee
financial expert” as defined in the rules of the SEC.
The Audit Committee held 13 meetings during fiscal 2013.
The Audit Committee has adopted a written charter
approved by the Board, which is available on Autodesk's
website at www.autodesk.com under “Investor Relations—
Corporate Governance.”
On April 17, 2013, on the recommendation of the
Corporate Governance and Nominating Committee, the
Board approved the following appointments to the Audit
Committee: Lorrie Norrington (Chairwoman), J. Hallam
Dawson and Steven M. West. The Board has determined
that each of these individuals is “independent,” as such
term is defined for audit committee members by applicable
NASDAQ listing standards. These appointments will be
effective on June 13, 2013, the date of the Annual Meeting.
See “Report of the Audit Committee of the Board of
Directors” on page 63 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), Mary T.
McDowell and Stacy J. Smith, each of whom qualifies as
independent for compensation committee purposes under
applicable NASDAQ listing standards, the requirements of
Section 162(m) of the Internal Revenue Code (“Code”),
and SEC Rule 16b-3 adopted under Section 16 of the
Exchange Act.
The Compensation and Human Resources Committee
reviews compensation and benefits for our executive
officers and has authority to grant stock options and
restricted stock units (RSUs) to executive officers and non-
executive employees under our stock plans. The members
of the Compensation and Human Resources Committee are
non-employee directors who are not eligible to participate
in Autodesk's discretionary employee stock programs.
RSUs are granted automatically to non-employee directors
under the non-discretionary 2012 Outside Directors' Stock
Plan. See “Executive Compensation-Compensation
Discussion and Analysis” on page 23 for a description of
Autodesk's processes and procedures for determining
executive compensation.
The Compensation and Human Resources Committee held
eight meetings during fiscal 2013. The Compensation and
Human Resources Committee has adopted a written charter
approved by the Board, which is available on Autodesk's
website at www.autodesk.com under “Investor Relations—
Corporate Governance.”
On April 17, 2013, on the recommendation of the
Corporate Governance and Nominating Committee, the
Board approved the following appointments to the
Compensation and Human Resources Committee: Mary
McDowell (Chairwoman), Thomas Georgens and Stacy J.
Smith. The Board has determined that each of these
individuals is independent for compensation committee
purposes under applicable NASDAQ listing standards, the
requirements of Section 162(m) of the Code, and SEC Rule
16b-3 adopted under Section 16 of the Exchange Act.
These appointments will be effective on June 13, 2013, the
date of the Annual Meeting.
The “Report of Compensation Committee” is included in
this Proxy Statement on page 42.
Corporate Governance and Nominating
Committee
The Corporate Governance and Nominating Committee
currently consists of Per-Kristian Halvorsen (Chairman)
and Crawford W. Beveridge, each of whom qualifies as an
independent director under applicable NASDAQ listing
standards.
The Corporate Governance and Nominating Committee is
responsible for developing general criteria regarding the
qualifications and selection of members of the Board, and
for recommending candidates for election to the Board.
The Corporate Governance and Nominating Committee is
also responsible for developing overall governance
guidelines, overseeing the performance of the Board, and
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