Electronic Arts 2006 Annual Report Download - page 67

Appendix C
ELECTRONIC ARTS INC.
BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER
As Amended May 24, 2006
1. PURPOSE
The Audit Committee of the Board of Directors (the ""Committee'') is charged with providing assistance
to the Board of Directors (the ""Board'') in fulÑlling its responsibility to Electronic Arts Inc. (""EA'') and
its stockholders in overseeing (a) management and its auditors in respect of corporate accounting, Ñnancial
reporting practices, and the quality and integrity of the Ñnancial reports of EA, including EA's compliance
with legal and regulatory requirements, (b) the independent auditor's qualiÑcations and independence,
(c) the performance of EA's internal audit function and independent auditor, and (d) the preparation of
the report required by the rules of the Securities and Exchange Commission (""SEC'') to be included in
EA's annual proxy statement.
It is not the role of the Committee to plan or conduct audits, to guarantee the accuracy or quality of EA's
Ñnancial statements or to determine that the Ñnancial statements are in accordance with generally
accepted accounting principles and applicable laws and regulations. These are the responsibilities of
management, the independent auditor and internal auditors. It is the responsibility of the Committee to
maintain regular and open communication among the directors, the independent auditor, the internal
Proxy Statement
auditors, and the Ñnancial management of EA.
2. COMPOSITION OF THE COMMITTEE
The Committee will consist of not less than three independent directors. To be considered ""independent,''
the member, and the compensation received by such member, must satisfy the requirements of all
applicable laws and regulations relative to audit committee independence, including without limitation
those of the NASDAQ Marketplace Rules and the SEC, as determined by the Board. The members of
the Committee shall possess such degree of Ñnancial or accounting expertise as may be required by law or
by the regulations of the SEC or the NASDAQ Marketplace Rules, as the Board of Directors interprets
such qualiÑcation in its business judgment. In addition, at least one member of the Committee shall
possess the requisite Ñnancial sophistication to qualify as a ""Ñnancial expert'' under applicable SEC
regulations. Each appointed Committee member will be subject to annual reconÑrmation and may be
removed by the Board at any time.
3. RESPONSIBILITIES AND DUTIES
In carrying out its purpose, the Committee will have the following responsibilities and duties:
Appointment of the Independent Auditor. To the extent required by applicable law or regulation: (i) the
Committee will be directly responsible for the appointment, retention, compensation and oversight of EA's
registered public accounting Ñrm (the ""independent auditor''), including the resolution of any
disagreements between management and the independent auditor regarding Ñnancial reporting, (ii) the
independent auditor shall report directly to the Committee, (iii) the Committee shall approve in advance
all auditing services (including comfort letters and statutory audits) performed by the independent auditor,
(iv) the Committee shall approve in advance all permitted non-audit services performed by the
independent auditor and (v) all non-audit services to be performed by the independent auditor shall be
disclosed. The Committee may delegate to one or more members of the Committee the authority to grant
pre-approvals required by this subsection, and the decisions of the member to whom this authority is
delegated shall be presented to the Committee at the next scheduled meeting of the Committee.
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