Autodesk 2015 Annual Report Download - page 40

2015 P r oxy Statemen t 34
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. For example, in March
2007, the Board amended the Guidelines to provide for majority voting in director elections, except for contested elections.
The 2007 amendments also required each director to submit a resignation that will take effect if such director fails to receive a
majority vote in any subsequent election and the Board accepts the resignation. In March 2009, the Board 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 these Codes that are required to be disclosed by the rules
of the SEC or The NASDAQ Global Select Market (“NASDAQ”).
Stock Ownership Guidelines
The Board believes directors and executive officers should have a meaningful financial stake in the Company in order to further
align their interests with the Company’s stockholders. To that end, the Board has adopted mandatory ownership guidelines for
the directors and executive officers. The stock ownership guidelines provide that, within a four-year period, executive officers
must attain an investment position in Autodesk stock equal to a fixed number of shares, depending on the individual’s scope of
responsibilities, and directors must 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 39 for additional information regarding Autodesk's stock ownership
guidelines.
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