Electronic Arts 2005 Annual Report Download - page 42

The following is the Report of the Audit Committee shall not be deemed to be ""soliciting material'' or to be
""Ñled'' with the Securities and Exchange Commission nor shall this information be incorporated by reference
into any future Ñling under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that EA speciÑcally incorporates it by reference into a Ñling.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors operates under a written charter, which is reviewed on an
annual basis and was most recently amended in February 2003. The Audit Committee is comprised of three
non-employee directors, each of whom in the opinion of the Board of Directors meets the current
independence requirements and Ñnancial literacy standards of the Nasdaq Marketplace rules, as well as the
independence requirements of the Securities and Exchange Commission (""SEC''). During Ñscal 2005, the
Audit Committee consisted of M. Richard Asher, Gary M. Kusin and Gregory B. MaÅei. In the opinion of the
Board of Directors, Mr. MaÅei meets the criteria for a ""Ñnancial expert'' as set forth in applicable SEC rules
as well as the above-mentioned independence requirements.
EA's management is primarily responsible for the preparation, presentation and integrity of the Company's
Ñnancial statements. EA's independent registered public accounting Ñrm, KPMG LLP (""independent
auditors''), is responsible for performing an independent audit of the Company's (i) Ñnancial statements and
expressing an opinion as to the conformity of the Ñnancial statements with generally accepted accounting
principles, and (ii) internal control over Ñnancial reporting in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States) and issuing a report thereon.
The function of the Audit Committee is to assist the Board of Directors in its oversight responsibilities relating
to the integrity of EA's accounting policies, internal controls and Ñnancial reporting. The Audit Committee
reviews EA's quarterly and annual Ñnancial statements prior to public earnings releases and submission to the
SEC; reviews and evaluates the performance of EA's internal audit function; reviews and evaluates the
performance of EA's independent auditors; consults with the independent auditors and EA's internal audit
function regarding internal controls and the integrity of the Company's Ñnancial statements; assesses the
independence of the independent auditors; and is responsible for the selection of the independent auditors.
In this context, the Audit Committee has met and held discussions with members of management, EA's
internal audit function and the independent auditors. Management has represented to the Audit Committee
that the Company's consolidated Ñnancial statements were prepared in accordance with accounting principles
generally accepted in the United States, and the Audit Committee has reviewed and discussed the
consolidated Ñnancial statements with management and the independent auditors. Management has also
represented to the Audit Committee that the Company's internal control over Ñnancial reporting was eÅective
as of March 26, 2005 (the end of the Company's most recent Ñscal year), and the Audit Committee has
reviewed and discussed the Company's internal control over Ñnancial reporting with management and the
independent auditors. The Audit Committee also discussed with the independent auditors matters required to
be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees), as
amended, including the quality and acceptability of the Company's Ñnancial reporting process and internal
controls. The Audit Committee has also discussed with the Company's independent auditors the overall scope
and plans for their annual audit.
In addition, the Audit Committee has discussed with the independent auditors the auditors' independence
from the Company and its management, including the matters in the written disclosures required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The
Audit Committee has also considered whether the provision of any non-audit services (as described above
under ""Proposal No. 4. RatiÑcation of the Appointment of KPMG LLP, Independent Auditors Ì Fees of
Independent Auditors'') and the employment of former KPMG LLP employees by the Company is
compatible with maintaining the independence of KPMG LLP.
The members of the Audit Committee are not engaged in the practice of auditing or accounting. In
performing its functions, the Audit Committee necessarily relies on the work and assurances of the Company's
management and independent auditors.
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