Electronic Arts 2015 Annual Report Download - page 25

Proxy Statement
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. In fiscal 2015, the Audit Committee consisted of Richard A. Simonson,
Jeffrey T. Huber 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.
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 control and financial reporting processes. 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
for the most recently completed fiscal year 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 and internal control
processes. 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 received and reviewed the written disclosures and the letter from the
independent auditors required by the applicable requirements of the PCAOB regarding their communications
with the Audit Committee concerning independence, and has discussed with the independent auditors the
auditors’ independence from the Company and its management. The Audit Committee also has considered
whether the provision of any non-audit services (as described on page 53 of this Proxy Statement under the
heading “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.
In reliance on the reviews and discussions referred to in this report and in light of its role and responsibilities, the
Audit Committee recommended to the Board of Directors that the Company’s audited financial statements for
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