Autodesk 2016 Annual Report Download - page 69

Proxy Materials
2016 Proxy Statement 63
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee is a committee of the Board consisting solely of independent directors as required by the listing standards
of the NASDAQ and rules of the SEC. The Audit Committee operates under a written charter approved by the Board, which is
Corporate Governance.
the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter,
are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews


reporting processes; our system of internal accounting and financial controls; and oversight of the management of risks

appointment, compensation, engagement, retention, termination and services of our independent registered public accounting
firm, Ernst & Young LLP, including conducting a review of its independence; reviewing and approving the planned scope of
 audit work; reviewing and pre-approving any audit and permissible non-
audit services and fees that may be performed by Ernst & Young LLP; reviewing with management and Ernst & Young LLP
compliance by Autodesk with establishing and maintaining an adequate system of internal financial and disclosure controls;
reviewing our critical accounting policies and the application of accounting principles; monitoring the rotation of partners of
Ernst & Young LLP on our audit engagement team as required by regulation; 
policies and tax positions; and overseeing the performance of our internal audit function. The Audit Committee establishes and
oversees compliance by Autodesk with the procedures for handling complaints regarding accounting, internal accounting
controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding
ed financial
statements and quarterly financial statements with management and Ernst & Young LLP. The Audit Committee held 10
meetings during fiscal 2016. Management is responsible for the quarterly and annual financial statements and the reporting
process, including the systems of internal controls. Ernst & Young LLP is responsible for expressing an opinion on the
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 2016 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 
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
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discussed with management and with Ernst 
 404 of the Sarbanes-Oxley Act of 2002.

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 2016 and discussed the results of their examinations and the overall quality of
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On the basis of these reviews and discussions, the Audit Committee recommended to the Board (and the Board has approved)
-K for the fiscal year ended
January 31, 2016, for filing with the SEC.