Electronic Arts 2006 Annual Report Download - page 69

Committee need not discuss in advance each earnings release or each instance in which EA may provide
earnings guidance.
Review of Financial Statements. The Committee will discuss with management and the independent
auditor the annual audited Ñnancial statements and the quarterly unaudited Ñnancial statements, including
a discussion of all matters relevant thereto that are required to be discussed under any applicable law or
regulation or that the Committee otherwise considers it desirable to discuss.
Review of Additional Matters. The Committee will also review from time to time such additional
matters as may be required by law or regulation, or that it deems advisable to review, including without
limitation EA's critical accounting policies, the status of any signiÑcant income tax matters, the
Company's investment and foreign exchange policies and practices, and certiÑcations by management of
EA's Ñlings with the Securities and Exchange Commission.
Separate Meetings. Periodically, the Committee shall meet separately with management, with the
internal auditors, and with the independent auditor.
Investigations. The Committee will investigate any matter brought to its attention within the scope of its
duties to the extent and in such manner as it considers appropriate (including conÑdential, anonymous
submissions by employees of concerns regarding questionable accounting or auditing matters). The
Committee will discuss with management and the independent auditor any correspondence with regulators
or governmental agencies and any employee complaints or published reports that raise material issues
regarding EA's Ñnancial statements or accounting policies. EA will follow all provisions of law or
regulation that prohibit discipline of or discrimination against employees who report what they reasonably
believe to be violations of any law, rule or regulation applicable to EA.
Proxy Statement
Ethics Policy Compliance. The Committee will review compliance with EA's Code of Conduct annually.
To the extent required by applicable laws or regulations: (a) the Code of Conduct will continue to be
applicable to senior Ñnancial oÇcers of EA, including its Chief Financial OÇcer, and its controller or
principal accounting oÇcer, and to persons performing similar functions; and (b) EA's Code of Conduct
shall continue to include such standards as are reasonably designed to deter wrongdoing and to promote:
(1) honest and ethical conduct, including the ethical handling of actual or apparent conÖicts of interest
between personal and professional relationships; (2) full, fair, accurate, timely, and understandable
disclosure in the reports EA Ñles with or furnishes to the SEC and in other public communications made
by EA; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal
reporting of violations of the Code of Conduct to an appropriate person or persons identiÑed in the Code
of Conduct; and (5) accountability for adherence to the Code of Conduct.
Legal Compliance. The Committee will review compliance with EA's legal compliance policies annually.
The Committee will discuss with EA's General Counsel legal matters that may have a material impact on
EA's Ñnancial statements or compliance policies.
Outside Advisors. The Committee may obtain advice and assistance from outside legal, accounting or
other advisors as it deems appropriate. It may retain these advisors without seeking approval of the Board
of Directors. EA will provide appropriate funding, as determined by the Audit Committee, for payment of
the compensation of the independent auditor and of any advisors engaged by the Committee, and for
ordinary administrative expenses necessary or appropriate in carrying out its duties.
Access to Management. The Committee shall have full access to EA's executives and personnel as
necessary to carry out its responsibilities.
Review of Charter. The Committee will review the Committee Charter from time to time and at least
annually and recommend any changes to the Board.
Reporting to the Board. The Committee will report to the Board on the major items covered at each
Committee meeting. The Committee will review with the full Board of Directors any issues that arise with
respect to the quality or integrity of EA's Ñnancial statements, EA's compliance with legal or regulatory
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