Electronic Arts 2009 Annual Report Download - page 18

Based on the recommendation of the Nominating and Governance Committee, and subject to the re-election or
election, as the case may be, of each of the directors named below, the Board expects Committee assignments
following the 2009 Annual Meeting to be as follows:
July 2009 — July 2010 Committee Assignments
Audit Gregory B. Maffei (Chair), Gary M. Kusin, and Vivek Paul
Compensation Geraldine B. Laybourne (Chair), Leonard S. Coleman, and
Linda J. Srere
Nominating and Governance Richard A. Simonson (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
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.
Following the 2009 Annual Meeting, Mr. Simonson is expected to step down from the Audit Committee and he
will be replaced by Mr. Kusin. The Audit Committee met eight times in fiscal 2009. 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 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 11 times in fiscal 2009 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 three 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 2009.
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;
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