Autodesk 2015 Annual Report Download - page 44

2015 P r oxy Statemen t 38
The Corporate Governance and Nominating Committee considers: (1) the current size and composition of the Board and
the needs of the Board and its committees; (2) such factors as character, judgment, diversity, age, expertise, business
experience, length of service, independence, and other commitments; (3) relationships between directors and Autodesk's
customers and suppliers; and (4) such other factors as the Committee may consider appropriate.
• While the Corporate Governance and Nominating Committee has not established specific minimum qualifications for
director candidates, the Corporate Governance and Nominating Committee believes that candidates and nominees must
reflect a Board that comprises directors who (1) are predominantly independent; (2) have high integrity; (3) have broad,
business-related knowledge and experience at the policy-making level in business or technology, including their
understanding of the software industry and Autodesk's business in particular; (4) have qualifications that will increase
overall Board effectiveness; (5) have varied and divergent experiences, viewpoints and backgrounds; and (6) meet other
requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit
committee members.
• With regard to candidates who are properly recommended by stockholders or by other means, the Corporate Governance
and Nominating Committee will review the qualifications of any such candidate, which review may, in the Corporate
Governance and Nominating Committee’s discretion, include interviewing references, direct interviews with the candidate,
or other actions the Corporate Governance and Nominating Committee deems necessary or proper.
• The Corporate Governance and Nominating Committee has the authority to retain and terminate any third-party search firm
to identify director candidates, and has the authority to approve the fees and retention terms of such search firm.
• The Corporate Governance and Nominating Committee will apply these same principles when evaluating Board candidates
who may be elected initially by the full Board to fill vacancies or to add additional directors prior to the annual meeting of
stockholders at which directors are elected.
• After completing its review and evaluation of director candidates, the Corporate Governance and Nominating Committee
selects, or recommends to the full Board for selection, the director nominees.
The Corporate Governance and Nominating Committee does not have a formal written policy with regard to the consideration
of diversity in identifying director nominees. However, as discussed above, diversity is one of the numerous criteria the
Corporate Governance and Nominating Committee reviews before recommending a candidate.
Attendance at Annual Stockholders Meetings by Directors
Autodesk does not have a formal policy regarding attendance by members of the Board at the Annual Meeting of Stockholders.
Directors are encouraged, but not required, to attend. All of our directors then serving attended the 2014 Annual Meeting of
Stockholders.
Contacting the Board
Communications from stockholders to the non-employee directors should be addressed to the non-executive Chairman as
follows: Autodesk, Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903, Attention: Non-Executive
Chairman.
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