Electronic Arts 2005 Annual Report Download - page 21

Board meetings and Committee meetings held during the period for which he or she was a member. As of
June 1, 2005, the Committee members were as follows:
Audit Gregory B. MaÅei (Chair), Gary M. Kusin and M. Richard Asher
Compensation M. Richard Asher (Chair), William J. Byron and Robert W. Pittman
Nominating and Governance Linda J. Srere (Chair), Timothy Mott and Leonard S. Coleman
The Board has selected Ms. Srere to replace Mr. Byron as a member of the Compensation Committee
following Mr. Byron's retirement from the Board.
Audit Committee
The Audit Committee assists the Board in its oversight of the Company's Ñnancial reporting and other
matters, and is directly responsible for the appointment, compensation and oversight of our independent
auditors. The Audit Committee is comprised of three Directors, each of whom in the opinion of the Board of
Directors meets the independence requirements and the Ñnancial literacy standards of the Nasdaq Market-
place Rules, as well as the independence requirements of the SEC. In the opinion of the Board of Directors,
Mr. MaÅei meets the criteria for an ""audit committee Ñnancial expert'' as set forth in applicable SEC rules.
The Audit Committee met thirteen times in Ñscal 2005. For further information about the Audit Committee,
please see the Report of the Audit Committee below.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company,
Proxy Statement
for determining the compensation of the CEO and other executive oÇcers and for overseeing the Company's
equity incentive plans and other beneÑt plans. In addition, the Compensation Committee is responsible for
reviewing and recommending to the Board compensation for non-employee Directors. The Compensation
Committee is comprised of three Directors, each of whom in the opinion of the Board of Directors meets the
independence requirements of the Nasdaq Marketplace Rules and qualiÑes as an ""outside director'' within the
meaning of Section 162(m) of the Internal Revenue Code, as amended. The Compensation Committee met
seven times in Ñscal 2005 and also acts regularly by written consent. For further information about the
Compensation Committee, please see the Report of the Compensation Committee below.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board nominees for
election to the Board of Directors, for appointing Directors to Board Committees, and for reviewing
developments in corporate governance, reviewing and ensuring the quality of the Company's succession plans,
recommending formal governance standards to the Board, and establishing the Board's criteria for selecting
nominees for Director and for reviewing from time to time the appropriate skills, characteristics and
experience required of the Board as a whole, as well as its individual members. In May 2004, the Nominating
and Governance Committee recommended, and the Board of Directors adopted, a formal set of corporate
governance guidelines, available in the Investor Relations section of our website, http://investor.ea.com. The
Nominating and Governance Committee met four times in Ñscal 2005.
In evaluating nominees for Director to recommend to the Board, the Nominating and Governance Committee
will take into account many factors within the context of the characteristics and needs of the Board as a whole.
While the speciÑc needs of the Board may change from time to time, all nominees for Director are considered
on the basis of the following minimum qualiÑcations:
‚ the highest level of personal and professional ethics and integrity, including a commitment to EA's
ACTION values (as set forth in EA's Global Code of Conduct);
‚ practical wisdom and mature judgment;
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