Electronic Arts 2006 Annual Report Download - page 21

directors. During Ñscal 2006, each director participated in at least 75% of all Board meetings and
Committee meetings held during the period for which he or she was a member.
As of June 1, 2006, the Committee members were as follows:
Audit Gregory B. MaÅei (Chair), Gary M. Kusin and M. Richard Asher
Compensation M. Richard Asher (Chair), Robert W. Pittman, and Linda J. Srere
Nominating and Governance Linda J. Srere (Chair), Timothy Mott and Leonard S. Coleman
The Board is expected to review and, where appropriate, change Committee assignments at its regularly-
scheduled meeting in July 2006.
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
Marketplace 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 ten times in Ñscal 2006. For further information about the Audit
Committee, please see the Report of the Audit Committee below.
Compensation Committee
Proxy Statement
The Compensation Committee is responsible for setting the overall compensation strategy for the
Company, 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 six times in Ñscal 2006 and also acted frequently 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. The Nominating and
Governance 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. The Nominating
and Governance Committee met four times in Ñscal 2006.
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);
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