Electronic Arts 2008 Annual Report Download - page 34

Services Provided by the Independent Auditors
The Audit Committee is required to pre-approve the engagement of, and has engaged, KPMG LLP to perform
audit and other services for the Company and its subsidiaries. The Company’s procedures for the pre-approval
by the Audit Committee of all services provided by KPMG LLP comply with SEC regulations regarding pre-
approval of services. Services subject to these SEC requirements include audit services, audit-related services,
tax services and other services. The audit engagement is specifically approved and the auditors are retained by
the Audit Committee. In some cases, pre-approval for a particular category or group of services is provided by
the Audit Committee for up to a year, subject to a specific budget and to regular management reporting. In
other cases, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to
pre-approve additional services up to a specified dollar limit, and such pre-approvals are then communicated
to the full Audit Committee.
The Audit Committee considered and determined that fees for services other than audit and audit-related
services are compatible with maintaining KPMG LLP’s independence.
Required Vote and Board of Directors’ Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting
in person or by proxy and voting for or against the proposal.
The Board recommends a vote FOR the ratification of KPMG LLP as our independent auditors for fiscal
2009.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed”
with the Securities and Exchange Commission nor shall this information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that EA specifically incorporates it by reference into a filing.
The Audit Committee of the Board of Directors operates under a written charter, which was most recently
amended in May 2006. The Audit Committee is comprised of three non-employee directors, each of whom in
the opinion of the Board of Directors meets the current independence requirements and financial literacy
standards of the NASDAQ Marketplace Rules, as well as the independence requirements of the Securities and
Exchange Commission. During fiscal 2008, the Audit Committee consisted of Gregory B. Maffei, Vivek Paul
and Richard A. Simonson. In the opinion of the Board of Directors, Mr. Maffei and Mr. Simonson each meet
the criteria for a “financial expert” as set forth in applicable SEC rules as well as the above-mentioned
independence requirements.
EA’s management is primarily responsible for the preparation, presentation and integrity of the Company’s
financial statements. EA’s independent registered public accounting firm, KPMG LLP (“independent audi-
tors”), is responsible for performing an independent audit of the Company’s (i) financial statements and
expressing an opinion as to the conformity of the financial statements with generally accepted accounting
principles, and (ii) internal control over financial reporting in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States) and issuing a report thereon.
The function of the Audit Committee is to assist the Board of Directors in its oversight responsibilities relating
to the integrity of EA’s accounting policies, internal controls and financial reporting. The Audit Committee
reviews EA’s quarterly and annual financial statements prior to public earnings releases and submission to the
SEC; reviews and evaluates the performance of EA’s internal audit function; reviews and evaluates the
performance of EA’s independent auditors; consults with the independent auditors and EA’s internal audit
function regarding internal controls and the integrity of the Company’s financial statements; assesses the
independence of the independent auditors; and is responsible for the selection of the independent auditors. In
this context, the Audit Committee has met and held discussions with members of management, EA’s internal
audit function and the independent auditors. Management has represented to the Audit Committee that the
Company’s consolidated financial statements were prepared in accordance with accounting principles generally
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