Autodesk 2016 Annual Report Download - page 30

2016 Proxy Statement 24
Proxy Materials
Independence of the Board
As required by applicable NASDAQ list
Board has determined that, with the exception of Carl Bass, our President and Chief Executive Officer, all of its members are
d by applicable NASDAQ listing standards. That definition includes a series of
objective tests, including that the director is not an employee of the company and has not engaged in various types of business
dealings with the company. In addition, as further required by applicable NASDAQ listing standards, the Board has made a
subjective determination as to each independent director that no relationships exist that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. In making its independence determinations, the Board
considered that Messrs. Smith and Georgens are or were executive officers at entities that have arms-length, ordinary course
commercial relationships with Autodesk and that amounts paid or received by those entities for products or services in fiscal
2016 were not material. The Board determined that the foregoing relationships would not interfere with the exercise of
independent judgment by Messrs. Smith and Georgens in carrying out their responsibilities as directors.
The independent directors meet regularly in executive session, without executive officers present, as part of the quarterly
meeting procedure.
Board Meetings and Board Committees
The Board held a total of nine meetings (including regularly scheduled and special meetings) during fiscal 2016. Each director
attended at least 75% of the total number of meetings of the Board and committees of which he or she is a member during fiscal
2016. The Board currently has three standing committees: an Audit Committee, a Compensation and Human Resources
Committee, and a Corporate Governance and Nominating Committee. Each committee has adopted a written charter approved
by the Board. All three charters are available on Autodesk's websit-Corporate

Audit Committee
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, currently
consists of Betsy Rafael (Chair), Jeff Clarke, J. Hallam Dawson, Lorrie M. Norrington and Steven M. West, each of whom is

joined the Audit Committee on March 23, 2016 and Mr. Dawson informed the Board on April 2, 2016 that he would not stand
for re-election to the Board at the Annual Meeting. The Board has determined that each member of the Audit Committee is an
e SEC.
The Audit Committee held 10 meetings during fiscal 2016.
page 63 for more information regarding the functions of the
Audit Committee.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee currently consists of Mary T. McDowell (Chair), Scott Ferguson, Thomas
Georgens and Stacy J. Smith, each of whom qualifies as independent for compensation committee purposes under applicable
NASDAQ listing standards, the requirements of Section 162(m) of the Code, and SEC Rule 16b-3. Mr. Ferguson joined the
Compensation and Human Resources Committee on March 11, 2016.