Electronic Arts 2008 Annual Report Download - page 24

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 nine times in fiscal 2008. 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 Compensa-
tion 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 17 times in fiscal 2008 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 currently comprised of four directors, each of whom
in the opinion of the Board of Directors meets the independence requirements of the NASDAQ Marketplace
Rules. Following the 2008 Annual Meeting, we expect that the size of the Nominating and Governance
Committee will be reduced to three directors. The Nominating and Governance Committee met four times in
fiscal 2008.
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
values;
• 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.
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