Electronic Arts 2010 Annual Report Download - page 21

Proxy Statement
understandings between the stockholder and the proposed candidate relating to the proposed candidate’s
candidacy; (7) a statement as to whether the proposed candidate would be considered an independent director
under applicable NASDAQ Stock Market Rules or an audit committee financial expert under the SEC rules;
(8) the consent of the proposed candidate (a) to be named in the proxy statement relating to EA’s annual meeting
of stockholders, and (b) to serve as a director if elected at such annual meeting; and (9) any other information
regarding the proposed candidate that may be required to be included in a proxy statement by applicable SEC
rules. The Nominating and Governance Committee may request any additional information reasonably necessary
to assist it in assessing a proposed candidate.
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;
• Director access to management; and
• Board and Committee roles in 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 Board
committee charters and Global Code of Conduct are available without charge by contacting our Investor
Relations department at [phone].
The Board’s Oversight of Risk Issues
The full Board and the Board Committees are responsible for managing different forms of risk. Business risks are
reviewed by the full Board in conjunction with management. The Board regularly receives management
presentations from different areas of the business regarding the opportunities and risks in those areas and engages
in dialogue with executive management regarding these issues. Risks related to investments, financial reporting,
internal controls and procedures and compliance issues are reviewed regularly by the Audit Committee, which
oversees the financial reporting, global audit and legal compliance functions. The Nominating and Governance
Committee reviews issues of director and CEO succession.
Compensation-related risks are reviewed by the Compensation Committee with members of management
responsible for structuring the Company’s compensation programs. As part of those risk oversight efforts, we
evaluated our compensation programs to determine whether the design and operation of our policies and
13