Autodesk 2016 Annual Report Download - page 31

Proxy Materials
2016 Proxy Statement 25
The Compensation and Human Resources Committee reviews compensation and benefits for our executive officers and has
authority to grant stock options, RSUs and PSUs to executive officers and non-executive employees under our stock plans. As
non-employee directors, the members of the Compensation and Human Resources Committee are not eligible to participate in
-employee directors under the non-
discretionary 2012 Outside Directors' Stock Plan.
- 28 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 2016.
page 44.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen (Chair) and Crawford W.
Beveridge. Mr. Halvorsen informed the Board on April 4, 2016 that he would not stand for re-election to the Board at the
Annual Meeting. Richard S. Hill will join the Corporate Governance and Nominating Committee effective immediately after
the Annual Meeting, at which point Mr. Crawford will become the Chair. Each of Messrs. Beveridge, Halvorsen and Hill
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
-Nominating Process for
page 26.
The Corporate Governance and Nominating Committee held four meetings during fiscal 2016.
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
he
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