Electronic Arts 2008 Annual Report Download - page 23

independent director must be a person who lacks a relationship that, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board
has not established categorical standards or guidelines to make these subjective determinations, but considers
all relevant facts and circumstances.
In addition to the board-level standards for director independence, the directors who serve on the Audit
Committee each satisfy standards established by the SEC providing that to qualify as “independent” for the
purposes of membership on that Committee, members of audit committees may not accept directly or
indirectly any consulting, advisory, or other compensatory fee from us other than their director compensation.
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 2008, the Board met eleven 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, 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 commu-
nication 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 chosen Gary Kusin, our current Lead Director, to continue serving as Lead Director for an additional
one-year term ending with our 2009 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 2008, 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 26, 2007 (the date of the most recent Board election and beginning of the current Board year)
through June 17, 2008, the Committee members were 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
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 expects Committee assignments following the 2008 Annual
Meeting to be as follows:
July 2008 — July 2009 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, 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
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