Electronic Arts 2014 Annual Report Download - page 32

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed”
with the Securities and Exchange Commission nor shall this information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended
except to the extent that EA specifically incorporates it by reference into a filing.
The Audit Committee of the Board of Directors operates under a written charter, which was most recently
amended in May 2014. The Audit Committee is currently comprised of three non-employee directors, each of
whom in the opinion of the Board of Directors meets the current independence requirements and financial
literacy standards of the NASDAQ Stock Market Rules, as well as the independence requirements of the
Securities and Exchange Commission. From the beginning of fiscal 2014 to May 15, 2013, the Audit Committee
consisted of Gregory B. Maffei, Jeffrey T. Huber and Luis A. Ubiñas. Since May 16, 2013, the Audit Committee
has been comprised of Richard A. Simonson, Jeffrey T. Huber, Gregory B. Maffei (until Mr. Maffei’s retirement
from the Board on July 31, 2013) and Denise F. Warren. The Board of Directors has determined that
Mr. Simonson meets the criteria for an “audit committee financial expert” as set forth in applicable SEC rules, as
well as the above-mentioned independence requirements.
The Company’s management is primarily responsible for the preparation, presentation and integrity of the
Company’s financial statements. EA’s independent registered public accounting firm, KPMG LLP (“independent
auditors”), is responsible for performing an independent audit of the Company’s (i) financial statements and
expressing an opinion as to the conformity of the financial statements with U.S. generally accepted accounting
principles, and (ii) internal control over financial reporting in accordance with the auditing standards of the
Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon.
The function of the Audit Committee is to assist the Board of Directors in its oversight responsibilities relating to
the integrity of EA’s accounting policies, internal controls and financial reporting. The Audit Committee reviews
EA’s quarterly and annual financial statements prior to public earnings releases and submission to the SEC;
reviews and evaluates the performance of EA’s internal audit function; reviews and evaluates the performance of
EA’s independent auditors; consults with the independent auditors and EA’s internal audit function regarding
internal controls and the integrity of the Company’s financial statements; assesses the independence of the
independent auditors; and is responsible for the selection of the independent auditors. In this context, the Audit
Committee has met and held discussions with members of management, EA’s internal audit function and the
independent auditors. Company management has represented to the Audit Committee that the Company’s
consolidated financial statements were prepared in accordance with accounting principles generally accepted in
the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors. Company management also has represented to the Audit
Committee that the Company’s internal control over financial reporting was effective as of the end of the
Company’s most recently-completed fiscal year, and the Audit Committee has reviewed and discussed the
Company’s internal control over financial reporting with management and the independent auditors. The Audit
Committee also discussed with the independent auditors matters required to be discussed by PCAOB Auditing
Standard No. 16, Communications with Audit Committees, including the quality and acceptability of the
Company’s financial reporting process and internal controls. The Audit Committee also has discussed with the
Company’s independent auditors the overall scope and plans for their annual audit and reviewed the results of
that audit with management and the independent auditors.
In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from
the Company and its management, including the matters in the written disclosures required by the Public
Company Accounting Oversight Board. The Audit Committee also has considered whether the provision of any
non-audit services (as described above under “Proposal 3: Ratification of the Appointment of KPMG LLP,
Independent Registered Public Accounting Firm” — “Fees of Independent Auditors”) and the employment of
former KPMG LLP employees by the Company are compatible with maintaining the independence of KPMG
LLP.
The members of the Audit Committee are not engaged in the practice of auditing or accounting. In performing its
functions, the Audit Committee necessarily relies on the work and assurances of the Company’s management and
independent auditors.
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