Autodesk 2013 Annual Report Download - page 71

2013 Proxy Statement 63
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee is a committee of the Board consisting solely of independent directors as required by the listing standards
of the NASDAQ and rules of the SEC. The Audit Committee operates under a written charter approved by the Board of
Directors, which is available on Autodesk's website at www.autodesk.com under “Investor Relations—Corporate Governance.”
The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as
reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit
Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.
As described more fully in its charter, the purpose of the Audit Committee is to assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing the financial reporting, the systems of internal control and the audit process.
The Audit Committee reviewed and discussed the audited financial statements for fiscal year 2013 with management and
Ernst & Young LLP, Autodesk’s independent registered public accounting firm. Management is responsible for the quarterly
and annual financial statements and the reporting process, including the systems of internal controls. Ernst & Young LLP is
responsible for expressing an opinion on the conformity of our audited financial statements with generally accepted accounting
principles. The Audit Committee has received the written disclosures and letter from Ernst & Young LLP required by applicable
requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the
Audit Committee concerning independence, has discussed with Ernst & Young LLP the independence of that firm, and has
considered whether the provision of non-audit services was compatible with maintaining the independence of that firm. In
addition, the Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, “Communications with Audit Committees,” as amended (AICPA, Professional Standards, Vol. 1
AU section 380). The Audit Committee also discussed with management and with Ernst & Young LLP the evaluation of
Autodesk’s internal controls and the effectiveness of Autodesk’s internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act of 2002.
The Audit Committee discussed with Autodesk’s internal and independent auditors the overall scope and plans for their
respective audits. In addition, the Audit Committee met with the internal and the independent auditors, with and without
management present, and discussed the results of their examinations and the overall quality of Autodesk’s financial reporting.
On the basis of these reviews and discussions, the Audit Committee recommended to the Board (and the Board has approved)
that Autodesk’s audited financial statements be included in Autodesk’s Annual Report on Form 10-K for the fiscal year ended
January 31, 2013, for filing with the SEC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Charles J. Robel (Chairman)
J. Hallam Dawson
Lorrie M. Norrington
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