FY22 IMPACT REPORT OVERVIEW ENERGY & MATERIALS HEALTH & RESILIENCE WORK & PROSPERITY GOVERNANCE APPENDIX 67 Corporate Company governance strategy Accountability The Autodesk Board of Directors provides independent leadership that we have an in-depth understanding of our stockholders’ Each year, relevant members of CEO staff drive our Strategic Intent We utilize our governance structure to help ensure coordination in the exercise of its responsibilities. Our management oversees a perspectives. Our directors also engage with our employees in and Strategic Realization processes to facilitate annual and long- of Autodesk’s ESG efforts across all areas of our business. Our strong system of internal controls and compliance with corporate various ways throughout the year, developing direct relationships term planning for the company. The Strategic Intent process focuses Board has oversight responsibility for ESG, with assistance from policies and applicable laws and regulations. below the executive management level. For example, members on understanding our business, customer, market, and industry our Corporate Governance and Nominating Committee and our Our directors have a mix of critical skills and diverse perspectives, of our Board attend Autodesk’s annual leadership meetings, dynamics to determine our multiyear intent for our business, Compensation and Human Resources Committee in specific areas and their backgrounds include leadership roles in the technology participate in fireside chats with employees, and visit our product development, and go-to-market strategies. Through this defined in their committee charters. industry, in academia, and internationally. Our Board consists of 10 technology centers and other facilities. process, we develop corporate goals and strategic intents in Ultimately, our CEO has the highest level of direct responsibility members, of which 90% are independent and 50% are women. Regular continuing education programs enhance the skills and relevant areas, including Impact. Each goal has accountability from for driving progress in our impact opportunity areas of Energy & We believe the highest standards of corporate governance and knowledge our directors use to perform their responsibilities. This the relevant executive vice president, the CEO, and the Board. Materials, Health & Resilience, and Work & Prosperity. CEO staff business conduct are essential to running our business in a includes internally and externally developed programs related to Following Strategic Intent, our Strategic Realization processes reviews progress on Strategic Realization and relevant goals sustainable manner, serving our stakeholders, and maintaining our environmental, social, and governance issues. focus on strategies and tactics to realize progress toward our quarterly, including those related to our impact strategy. The integrity. We have devoted substantial attention to our corporate To support effective corporate governance, our Board delegates long-term intent in the following year. Our impact strategy is a Autodesk Board of Directors reviews annual Strategic Intent and governance and have established policies such as our Corporate certain responsibilities to its committees, who report on their part of Autodesk’s annual strategy process and engages all Strategic Realizations and regularly reviews status. CEO staff Governance Guidelines, which set forth the principles that guide activities to the Board. In 2022, the Corporate Governance and aspects of our business. Throughout the Strategic Intent and and the Autodesk Board of Directors are informed annually by our Board in overseeing corporate governance, maintaining its Nominating Committee and Compensation and Human Resources Strategic Realization processes, Autodesk evaluates and considers Autodesk’s Vice President, ESG and Impact, who oversees independence, evaluating its own performance, and setting Committee began assisting our Board with oversight of ESG general industry and planetary trends and shifts in market coordination of efforts across these impact opportunity areas. corporate strategy. The Board reviews our governance practices, issues in the areas defined in their charters. preferences, including issues related to climate change and Beginning in 2022, Autodesk’s ESG Steering Committee convenes corporate governance developments, and stockholder feedback Learn more about corporate governance at Autodesk: sustainability, which cut across our three overarching impact quarterly to review and prioritize issues relevant to the company’s on a regular basis to ensure continued effectiveness. opportunity areas: Energy & Materials, Health & Resilience, and ESG strategy. The council comprises leaders from Finance, Legal, Our Board is committed to ensuring that stockholder feedback Corporate governance guidelines Work & Prosperity. Human Resources, and Impact with accountabilities for ESG across informs our strong governance practices. Members of our the business. This group is responsible for ensuring that Autodesk Committee charters assesses and addresses issues that are relevant and specific to management team and our Board participate in annual stockholder our external ESG objectives, including materiality assessment, outreach to discuss topics such as diversity, sustainability, board Committee composition composition, executive compensation, and governance. This Autodesk executive bios measurement, management, and disclosure. outreach enables us to gather feedback from a cross section of Autodesk’s stockholder base, maintain an open dialog, and ensure Board of Directors bios Our impact strategy is a part of Autodesk’s annual strategy process and engages all aspects of our business.