Electronic Arts 2009 Annual Report Download - page 17

Proxy Statement
DIRECTOR INDEPENDENCE
Our Board has determined that each of our non-employee directors (other than Mr. Probst) qualifies as an
“independent director” as that term is used in the NASDAQ Marketplace Rules. Mr. Probst, who served as our
CEO through the end of fiscal 2007, and Mr. Riccitiello, our current CEO, do not qualify as independent. The
NASDAQ Marketplace Rules have both objective tests and a subjective test for determining who is an
“independent director”. The objective tests state, for example and among other things, that a director is not
considered independent if he or she is an employee of the Company, or at any time during the past three years
was employed by the Company. The subjective test states that an 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 holds special meetings and acts by written
consent. In fiscal 2009, the Board met nine 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 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 chosen Richard A.
Simonson to serve as Lead Director following the 2009 Annual Meeting of Stockholders for a two-year term
ending with our 2011 Annual Meeting subject to Mr. Simonson’s re-election to the Board.
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
April 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 2009, 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 31, 2008 (the date of the most recent Board election and beginning of the current Board year) through
June 12, 2009, the Committee members were 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, Richard A. Simonson (until
November 5, 2008) and Geraldine B. Laybourne (from November 5,
2008)
Nominating and Governance Gary M. Kusin (Chair), Leonard S. Coleman, and Linda J. Srere
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