Electronic Arts 2012 Annual Report Download - page 23

Proxy Statement
• Stock ownership guidelines for our directors and executive officers;
• Stockholder communications with the Board of Directors;
• Director access to management; and
• Board of Directors and Committee roles in CEO evaluation and management of 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
of Directors committee charters and Global Code of Conduct are available without charge by contacting our
Investor Relations department at [phone].
The Board of Directors’ Oversight of Risk Issues
The full Board of Directors and the Board Committees are responsible for managing different forms of risk.
Business risks are reviewed by the full Board of Directors in conjunction with management. The Board of
Directors 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
applicable to our executives. The Executive Compensation and Leadership Committee reviewed the results of our
evaluation with management and the Committee’s consultant, Compensia. The Executive Compensation and
Leadership Committee concluded that our compensation policies and practices strike an appropriate balance of
risk and reward in relation to our overall business strategy, and do not create risks that are reasonably likely to
have a material adverse effect on the Company. The “Compensation Discussion and Analysis” section below
generally describes the compensation policies and practices applicable to our named executive officers.
Director Attendance at Annual Meetings
Our directors are expected to make every effort to attend our annual meeting of stockholders. All ten directors
who were elected at the 2011 Annual Meeting of Stockholders attended the meeting.
Stockholder Communications with the Board of Directors
EA stockholders may communicate with the Board of Directors as a whole, with a committee of the Board of
Directors, 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 of Directors. For further information
regarding the submission of stockholder communications, please visit the Investor Relations section of our
website at http://investor.ea.com.
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