Autodesk 2015 Annual Report Download - page 42

2015 P r oxy Statemen t 36
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 39 for a description of Autodesk's processes
and procedures for determining executive compensation. The Compensation and Human Resources Committee may form and
delegate authority to subcommittees when appropriate.
The Compensation and Human Resources Committee held seven meetings during fiscal 2015.
The “Report of the Compensation Committee” is included in this Proxy Statement on page 56.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen (Chair) 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 also is responsible for developing overall governance guidelines, overseeing
the performance of the Board, and 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 37.
The Corporate Governance and Nominating Committee held four meetings during fiscal 2015.
Board Leadership Structure
Our Corporate Governance Guidelines 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. Currently, we 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 Guidelines also provide that, in the event the Chairman of the Board
is not an independent director, the Board must 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, consisting entirely of independent directors. The
Board delegates substantial responsibility to these committees, which report their activities and actions back to the full Board.
We believe having independent committees with independent chairpersons is an important aspect of the leadership structure of
our Board.
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