Electronic Arts 2007 Annual Report Download - page 23

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 qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as
amended. The Compensation Committee met five times in fiscal 2007 and also acted frequently by written
consent. For further information about the Compensation Committee, please see the Compensation Committee
Report on Executive Compensation 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, reviewing the performance of the CEO, 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 four 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 fiscal 2007.
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 specific needs of the Board may change from time to time, all nominees for director are
considered on the basis of the following minimum qualifications:
• 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);
• practical wisdom and mature judgment;
• broad training and significant leadership experience in business, entertainment, technology, finance,
corporate governance, public interest or other disciplines relevant to the long-term success of EA;
• the ability to gain an in-depth understanding of EA’s business; and
• a willingness to represent the best interests of all EA stockholders and objectively appraise
management’s performance.
In determining whether to recommend a director for re-election, the Nominating and Governance Committee
will also consider the director’s tenure on the Board, past attendance at meetings, participation in and
contributions to the activities of the Board, the director’s continued independence (including any actual,
potential or perceived conflicts of interest), as well as the director’s age and changes in his or her principal
occupation or professional status.
The Nominating and Governance Committee believes that the continuing service of qualified incumbent
directors promotes stability and continuity on the Board of Directors, contributing to the Board’s ability to
work effectively as a collective body, while providing EA with the benefits of familiarity and insight into EA’s
affairs that its directors have developed over the course of their service. Accordingly, consistent with past EA
practice, the Nominating and Governance Committee will first consider recommending incumbent directors
who wish to continue to serve on the Board for re-election at EA’s annual meeting of stockholders.
In situations where the Nominating and Governance Committee determines not to recommend an incumbent
director for re-election, an incumbent director declines to stand for re-election, or a vacancy arises on the
Board for any reason (including the resignation, retirement, removal, death or disability of an incumbent
director or a decision of the directors to expand the size of the Board), the Committee will commence a search
for new director nominees. The Nominating and Governance Committee may, in its discretion, use a variety of
means to identify and evaluate potential nominees for director. The Nominating and Governance Committee
has used, and may continue to use, qualified search firms and may also work with members of EA’s Human
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