Electronic Arts 2010 Annual Report Download - page 18

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 Stock Market 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 the Company 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 2010, the Board met seven times. At each regularly scheduled meeting, the independent
members of the Board meet in executive session separately without management present.
Board Leadership Structure
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. Richard A. Simonson
was chosen by the independent directors of the Board 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.
We believe that our current board leadership structure with Mr. Probst serving as the Chairman of the Board and
Mr. Simonson serving as Lead Director is appropriate for the Company. Given his 24 years of past work
experience at the Company, 15 of which he served as CEO, Mr. Probst has invaluable knowledge regarding the
Company and the gaming industry and is uniquely positioned to lead the Board in their review of management’s
strategic plans. Though he is no longer employed by the Company, Mr. Probst does not qualify as an independent
director and therefore, the Company feels that it is beneficial for the effective functioning of the Board to have an
independent Lead Director undertake the duties identified above.
Board Committees
The Board currently has three committees, each of which operates under a charter approved by the Board: the
Audit Committee, the Compensation Committee (which we refer to internally as the Executive Compensation
and Leadership 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
each Committee’s charter may be found in the Investor Relations portion of our website at http://investor.ea.com.
In accordance with the Committee charters, and with current regulatory requirements, all members of these
Committees are independent directors. During fiscal 2010, 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.
10