Electronic Arts 2009 Annual Report Download - page 20

Corporate Governance Guidelines
Our Board of Directors has adopted, upon the recommendation of the Nominating and Governance Committee, a
formal set of Corporate Governance Guidelines. A complete copy of the Corporate Governance Guidelines is
available in the Investor Relations portion of our website at http://investor.ea.com. Our Corporate Governance
Guidelines contain policies relating to:
• Board membership and independence criteria;
• Election of directors;
• Director resignations;
• Executive sessions of independent directors led by a Lead Director;
• Authority to hire outside advisors;
• Director orientation and education;
• Board and Committee self-evaluations;
• Attendance at annual meetings of stockholders;
• Stock ownership guidelines for our directors and executive officers;
• Stockholder communications with the Board; and
• Access to management, CEO evaluation and management succession planning.
Global Code of Conduct
Our Global Code of Conduct (which includes code of ethics provisions applicable to our directors, principal
executive officer, principal financial officer, principal accounting officer, and other senior financial officers) is
available in the Investor Relations section of our website at http://investor.ea.com. From time to time, we post
amendments to our Global Code of Conduct in the Investor Relations section of our website. Copies of our
charters and Global Code of Conduct are available without charge by contacting our Investor Relations
department at [phone].
Director Attendance at Annual Meetings
Our directors are expected to make every effort to attend our annual meeting of stockholders. Six of the eight
directors who were elected at the 2008 Annual Meeting of Stockholders attended the meeting.
Stockholder Communications with the Board of Directors
EA stockholders may communicate with the Board as a whole, with a committee of the Board, or with an
individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores
Parkway, Redwood City, CA 94065, or by sending an email to [email protected]. All
stockholder communications received will be handled in accordance with procedures approved by the
independent directors serving on the Board. For further information regarding the submission of stockholder
communications, please visit the Investor Relations portion of our website at http://investor.ea.com.
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our Compensation Committee is responsible for reviewing and recommending to our Board the compensation
paid to our non-employee directors. Historically, our non-employee directors have been paid a mix of cash and
equity compensation for their service as directors. During fiscal 2009, Mr. Riccitiello did not receive any
additional compensation for his service as a director. Mr. Probst did not receive any additional compensation for
his service as a director while he remained an employee of the Company; he began receiving director
compensation when he ceased being an employee of the Company on September 27, 2008. The table below
reflects the annualized components of cash compensation for directors (other than Mr. Riccitiello) that were in
place during fiscal 2009. Because our Board year does not correspond to our fiscal year, actual amounts paid
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