Electronic Arts 2011 Annual Report Download - page 22

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 Executive Compensation and Leadership 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 practices could encourage executives or employees to take excessive or inappropriate risks that
would be reasonably likely to have a material adverse effect on the Company. In particular, we considered the
design, size, and scope of our cash and equity incentive programs and program features that mitigate against
potential risks, such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at
risk” compensation, and, with regard to our equity incentive programs, the stock ownership requirements
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