Autodesk 2016 Annual Report Download - page 32

2016 Proxy Statement 26
Proxy Materials
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.
Risk Oversight
Our Board, as a whole and through its committees, is responsible for the oversight of risk management. Our executive officers
are responsible for the day-to-day management of the material risks Autodesk faces. In its oversight role, our Board must satisfy
itself that the risk management processes designed and implemented by our executive officers are adequate and functioning as
designed. The involvement of the full Board in setting our business strategy at least annually is a key part of its oversight of risk
management, its consideration of our executive officers' appetite for risk, and its determination of what constitutes an
appropriate level of risk. The full Board receives updates from our executive officers and outside advisers regarding certain
risks Autodesk faces, including litigation, corporate governance best practices and various operating risks.
In addition, each Board committee oversees certain aspects of risk management. For example, our Audit Committee is
responsible for overseeing the management of risks associated with Autodesk's financial reporting, accounting and auditing
matters; our Compensation and Human Resources Committee oversees our executive officer succession planning and risks
associated with our compensation policies and programs; and our Corporate Governance and Nominating Committee oversees
the management of risks associated with director independence, conflicts of interest, composition and organization of our
Board, and director succession planning. Board committees report their findings to the full Board.
Senior executive officers attend all meetings of the Board and its standing committees and are available to address any
questions or concerns raised by the Board regarding risk management and any other matters. Annually, the Board holds
strategic planning sessions with senior executive officers to discuss strategies, key challenges, and risks and opportunities for
Autodesk.
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation and Human Resources Committee are Mary T. McDowell, Scott Ferguson, Thomas
Georgens and Stacy J. Smith. No director who served as a member of the Compensation and Human Resources Committee
during fiscal 2016 is or was formerly an officer or employee of Autodesk or any of its subsidiaries. No interlocking
relationship exists between any director who served as a member of the Compensation and Human Resources Committee
during fiscal 2016 and the compensation committee of any other company, nor has any such interlocking relationship existed in
the past.
Nominating Process for Recommending Candidates for Election to the Board
The Corporate Governance and Nominating Committee is responsible for, among other things, determining the criteria for
membership on the Board and recommending candidates for election to the Board. It is the policy of the Corporate Governance
and Nominating Committee to consider recommendations for candidates to the Board from stockholders. Stockholder
recommendations for candidates to the Board must be directed in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael,
California 94903, Attention: General Counsel, and must include the candidate's name, home and business contact information,
detailed biographical data and qualifications; information regarding any relationships between the candidate and Autodesk
within the last three years; and evidence that the nominating person owns Autodesk stock.