Autodesk 2015 Annual Report Download - page 79

2015 Proxy Statement 73
conformity of our audited financial statements with generally accepted accounting principles. Within this context, the Audit
Committee reviewed and discussed the audited financial statements for fiscal 2015 with management and Ernst & Young LLP.
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 Public Company
Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees.” 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, on a regular basis in fiscal 2015 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, 2015, for filing with the SEC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Lorrie M. Norrington (Chair)
J. Hallam Dawson
Steven M. West
Betsy Rafael
OTHER MATTERS
The Board does not know of any other matters to be presented at the Annual Meeting. If any other matters are properly
presented at the Annual Meeting, shares of Common Stock represented by proxy will be voted in accordance with the discretion
of the proxy holders.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold.
Autodesk urges you to vote at your earliest convenience.
THE BOARD OF DIRECTORS
April 28, 2015
San Rafael, California
Proxy Materials