Electronic Arts 2007 Annual Report Download - page 22

BOARD, BOARD MEETINGS, AND COMMITTEES
The Board meets on a fixed schedule four times each year and also occasionally holds special meetings and
acts by written consent. In fiscal 2007, the Board met six times. At each regularly scheduled meeting, the
independent members of the Board meet in executive session separately without management present. A Lead
Director, elected by the independent directors and serving a two-year term, is responsible for chairing
executive sessions of the Board and other meetings of the Board in the absence of the Chairman of the Board,
serving as a liaison between the Chairman of the Board and the other independent directors, and overseeing
the Board’s stockholder communication policies and procedures (including, under appropriate circumstances,
meeting with stockholders). Our Lead Director may also call meetings of the independent directors. The
independent directors of the Board have elected Gary Kusin to serve as Lead Director for a two-year term
ending with our 2008 Annual Meeting of Stockholders.
The Board currently has three committees, each of which operates under a charter approved by the Board: the
Audit Committee; the Compensation Committee; and the Nominating and Governance Committee. The Board
of Directors amended and restated the Audit Committee’s charter in May 2006, amended the Compensation
Committee’s charter in November 2006, and adopted the Nominating and Governance Committee’s charter in
May 2003. Copies of the charters of each Committee may be found in the Investor Relations portion of our
website at http://investor.ea.com. In accordance with the charters for each, and with current regulatory
requirements, all members of these Committees are independent directors. During fiscal 2007, 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.
From July 27, 2006 (the date of the most recent Board election and beginning of the current Board year)
through June 1, 2007, the Committee members were as follows:
July 2006 — July 2007 Committee Assignments
Audit Gregory B. Maffei (Chair), Vivek Paul, and Richard A. Simonson
Compensation M. Richard Asher (Chair), Leonard S. Coleman, and Linda J. Srere
Nominating and Governance Gary M. Kusin (Chair), Leonard S. Coleman, Timothy Mott, and Linda J. Srere
Based on the recommendation of the Nominating and Governance Committee, and subject to the re-election of
each of the directors named below, the Board will change Committee assignments following the 2007 Annual
Meeting as follows:
July 2007 — July 2008 Committee Assignments
Audit Gregory B. Maffei (Chair), Vivek Paul, and Richard A. Simonson
Compensation Linda J. Srere (Chair), Leonard S. Coleman, and Richard A. Simonson
Nominating and Governance Gary M. Kusin (Chair), Leonard S. Coleman, Timothy Mott, and Linda J. Srere
Audit Committee
The Audit Committee assists the Board in its oversight of the Company’s financial 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 financial 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. Maffei and
Mr. Simonson meet the criteria for an “audit committee financial expert” as set forth in applicable SEC rules.
The Audit Committee met eight times in fiscal 2007. For further information about the Audit Committee,
please see the Report of the Audit Committee of the Board of Directors below.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company,
for determining the compensation of the CEO (via recommendation to the Board) and other executive officers
and for overseeing the Company’s equity incentive plans and other benefit plans. In addition, the
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Proxy Statement