Electronic Arts 2012 Annual Report Download - page 21

Proxy Statement
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board of Directors
nominees for election to the Board of Directors and for appointing directors to Board Committees. The
Nominating and Governance Committee is also responsible for reviewing developments in corporate governance,
reviewing and ensuring the quality of the Company’s succession plans, recommending formal governance
standards to the Board of Directors, reviewing the performance of the CEO, establishing the Board of Directors’
criteria for selecting nominees for director, and for reviewing from time to time the appropriate skills,
characteristics and experience required of the Board of Directors as a whole, as well as its individual members,
including such factors as business experience and diversity. 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 Stock Market Rules. The Nominating and Governance Committee
met seven times in fiscal 2012.
In evaluating nominees for director to recommend to the Board of Directors, the Nominating and Governance
Committee will take into account many factors within the context of the characteristics and needs of the Board of
Directors as a whole. While the specific needs of the Board of Directors 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;
• Significant leadership experience in business, entertainment, technology, finance, corporate governance,
public interest or other disciplines relevant to EA’s long-term success;
• The ability to gain an in-depth understanding of EA’s business; and
• A willingness to represent the best interests of all EA stockholders and objectively appraise
management’s performance.
While there is no formal policy with regard to diversity, when considering candidates as potential members of the
Board of Directors, the Nominating and Governance Committee considers the skills, background and experience
of each candidate to evaluate his or her ability to contribute diverse perspectives to the Board of Directors. The
goal of the Nominating and Governance Committee is to select candidates that have complementary and diverse
perspectives, which together contribute to the Board of Directors’ effectiveness as a whole. The primary
consideration is to identify candidates that will best fulfill the Board of Directors’ and the Company’s needs at
the time of the search. Therefore, the Nominating and Governance Committee does not believe it is appropriate
to either nominate or exclude from nomination an individual based on gender, ethnicity, color, age, or similar
factors.
In determining whether to recommend a director for re-election, the Nominating and Governance Committee will
also consider the director’s tenure on the Board of Directors, past attendance at meetings, participation in and
contributions to the activities of the Board of Directors, the director’s continued independence (including any
actual, potential or perceived conflicts of interest), as well as the director’s age and changes in his or her
principal occupation or professional status. The Nominating and Governance Committee believes that the
continuing service of qualified incumbent directors promotes stability and continuity on the Board of Directors,
contributing to the Board of Directors’ ability to work effectively as a collective body, while providing EA with
the benefits of familiarity and insight into EA’s affairs that its directors have developed over the course of their
service. Accordingly, consistent with past EA practice, the Nominating and Governance Committee will first
consider recommending incumbent directors who wish to continue to serve on the Board of Directors for
re-election at EA’s annual meeting of stockholders.
The Nominating and Governance Committee regularly seeks qualified candidates to serve as directors,
particularly in situations where it determines not to recommend an incumbent director for re-election, an
incumbent director declines to stand for re-election, or a vacancy arises on the Board of Directors for any reason
(including the resignation, retirement, removal, death or disability of an incumbent director or a decision of the
directors to expand the size of the Board of Directors). The Nominating and Governance Committee may, in its
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