Electronic Arts 2015 Annual Report Download - page 60

We believe the experience and expertise held by the members of the Audit Committee give them the necessary
skills to evaluate the relationship between the Company and its independent auditors and to oversee auditor
independence. In addition, the Audit Committee is empowered under its charter to obtain advice and assistance
from outside legal, accounting and other advisors as it deems appropriate.
At each meeting of the Audit Committee, Company management is provided the opportunity to meet in private
session with the Audit Committee to discuss any issues relating to KPMG LLP’s engagement. Similarly, KPMG
LLP regularly meets in private session with the Audit Committee with no members of Company management
present.
Audit Partner Rotation
Our KPMG LLP lead audit partner has been working on the Company’s audit since the first quarter of fiscal
2011, and completed his rotation upon the filing of the Annual Report. The Audit Committee approved a new
lead audit partner, who commenced work on the Company’s audit in the first quarter of fiscal 2016. In the first
quarter of fiscal 2015, the Audit Committee approved a new concurring audit partner for the Company. Audit
partners may serve a maximum of five years on the Company’s audit. Candidates are proposed by KPMG LLP
based on their expertise and experience and are vetted by Company management and a recommendation is made
to the Audit Committee. The Audit Committee has final approval of the lead audit partner and the concurring
audit partner.
Pre-approval Procedures
The Audit Committee is required to pre-approve the engagement of, and has engaged, KPMG LLP to perform
audit and other services for the Company and its subsidiaries. The Company’s procedures for the pre-approval by
the Audit Committee of all services provided by KPMG LLP comply with SEC regulations regarding pre-
approval of services. Services subject to these SEC requirements include audit services, audit-related services,
tax services and other services. The audit engagement is specifically approved and the auditors are retained by
the Audit Committee. In some cases, pre-approval for a particular category or group of services is provided by
the Audit Committee for up to a year, subject to a specific budget and to regular management reporting. In other
cases, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-
approve additional services up to a specified dollar limit, and such pre-approvals are then communicated to the
full Audit Committee. The Audit Committee reviews quarterly the status of all pre-approved services to date and
approves any new services to be provided.
In determining whether to approve additional non-audit services, the Audit Committee considers the level of non-
audit fees incurred to date as a percentage of the total annual fees paid to KPMG LLP. In addition, the Audit
Committee considers additional factors to assess the potential impact on auditor independence of KPMG LLP
performing such services, including whether the services are permitted under the rules and recommendations of
the Public Company Accounting Oversight Board, the American Institute of Certified Public Accountants, and
the NASDAQ Stock Market, whether the proposed services are permitted under EA’s policies, and whether the
proposed services are consistent with the principles of the SEC’s auditor independence rules. The Company also
annually confirms with each of its directors and executive officers whether there are any relationships that they
are aware of with KPMG LLP that may impact the auditor independence evaluation. The Audit Committee
considered and determined that fees for services other than audit and audit-related services paid to KPMG LLP in
fiscal 2015 are compatible with maintaining KPMG LLP’s independence.
The Board of Directors recommends a vote FOR the ratification of KPMG LLP as our independent auditors
for the fiscal year ending March 31, 2016
Required Vote
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
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