Autodesk 2013 Annual Report Download - page 28

2013 Proxy Statement 20
reviewing and making recommendations regarding director
composition and the mandates of Board committees. The
Corporate Governance and Nominating Committee will
consider recommendations of candidates for the Board
submitted by Autodesk stockholders. For more
information, see “Corporate Governance-Nominating
Process for Recommending Candidates for Election to the
Board” on page 21.
The Corporate Governance and Nominating Committee
held five meetings during fiscal 2013. The Corporate
Governance and Nominating 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.”
Board Leadership Structure
Our Corporate Governance Principles direct the Board to
fill the Chairman of the Board and Chief Executive Officer
positions after considering a number of factors, including
the current size of our business, composition of the Board,
current candidates for such positions, and our succession
planning goals. We currently separate the positions of
Chief Executive Officer and non-executive Chairman of
the Board. Since March 2009, Mr. Beveridge, who
previously served as our Lead Director, has served as our
non-executive Chairman. Our Corporate Governance
Principles also provide that, in the event the Chairman of
the Board is not an independent director, the Board should
elect a “Lead Independent Director.” The responsibilities
of the Chairman of the Board or the Lead Independent
Director include: setting the agenda for each meeting of the
Board, in consultation with the Chief Executive Officer;
presiding at executive sessions; and facilitating
communication with the Board, executive officers and
stockholders.
Separating the positions of Chief Executive Officer and
Chairman of the Board allows our President and Chief
Executive Officer to focus on our day-to-day business,
while allowing the Chairman of the Board to lead the
Board in its fundamental role of providing independent
advice to, and oversight of, management. The Board
believes that having an independent director serve as
Chairman is the appropriate leadership structure for
Autodesk at this time and demonstrates our commitment to
good corporate governance.
In addition, as described above, our Board has three
standing committees, composed entirely of independent
directors. Our Board delegates substantial responsibility to
these committees, which report their activities and actions
back to the full Board. We believe that the independent
committees and their independent chairpersons are an
important aspect of the leadership structure of our Board.
Risk Oversight
Our Board, as a whole and through its committees, is
responsible for the oversight of risk management. Our
executive officers are responsible for the day-to-day
management of the material risks Autodesk faces. In its
oversight role, our Board must satisfy itself that the risk
management processes designed and implemented by our
executive officers are adequate and functioning as
designed. The involvement of the full Board in setting our
business strategy at least annually is a key part of its
oversight of risk management, its consideration of our
executive officers' appetite for risk, and its determination
of what constitutes an appropriate level of risk. The full
Board receives updates from our executive officers and
outside advisors regarding certain risks Autodesk faces,
including litigation, corporate governance best practices
and various operating risks.
In addition, our Board committees each oversee certain
aspects of risk management. For example, our Audit
Committee is responsible for overseeing the management
of risks associated with Autodesk's financial reporting,
accounting and auditing matters; our Compensation and
Human Resources Committee oversees our executive
officer succession planning and risks associated with our
compensation policies and programs; and our Corporate
Governance and Nominating Committee oversees the
management of risks associated with director
independence, conflicts of interest, composition and
organization of our Board, and director succession
planning. Our Board committees report their findings to
the full Board.
Senior executive officers attend all meetings of the Board
and its standing committees and are available to address
any questions or concerns raised by the Board regarding
risk management and any other matters. Annually, the
Board holds strategic planning sessions with senior
executive officers to discuss strategies, key challenges, and
risks and opportunities for Autodesk.
Compensation Committee Interlocks and
Insider Participation
The current members of the Compensation and Human
Resources Committee are Mary T. McDowell, Stacy J.
Smith and Steven M. West. Per-Kristian Halvorsen served
as a member of the Compensation and Human Resources
Committee through June 7, 2012, the date of our 2012
Annual Meeting of Stockholders. No director who served
as a member of the Compensation and Human Resources
Committee during fiscal 2013 is or was formerly an officer
or employee of Autodesk or any of its subsidiaries. No
interlocking relationship exists between any director who
served as a member of the Compensation and Human