Symantec 2008 Annual Report Download - page 20

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considered are distributed in advance of each meeting. Board meetings and background materials focus on key
strategic, operational, financial, governance and compliance matters applicable to us, including the following:
• Reviewing annual and longer-term strategic and business plans;
• Reviewing key product, industry and competitive issues;
• Reviewing and determining the independence of our directors;
• Reviewing and determining the qualifications of directors to serve as members of committees, including the
financial expertise of members of the Audit Committee;
• Selecting and approving director nominees;
• Selecting, evaluating and compensating the Chief Executive Officer;
• Reviewing and discussing succession planning for the senior management team, and for lower management
levels to the extent appropriate;
• Reviewing and approving material investments or divestitures, strategic transactions and other significant
transactions that are not in the ordinary course of business;
• Evaluating the performance of the Board;
• Overseeing our compliance with legal requirements and ethical standards; and
• Overseeing our financial results.
The Board and its committees are free to engage independent outside financial, legal and other advisors as they
deem necessary to provide advice and counsel on various topics or issues, and are provided full access to our officers
and employees.
The Lead Independent Director of the Board is chosen by the independent directors of the Board, and has the
general responsibility to preside at all meetings of the Board when the Chairman is not present and executive
sessions of the Board without management present. Mr. Miller has served as the Lead Independent Director since
April 22, 2003.
An evaluation of Board operations and performance is conducted annually by the Nominating and Governance
Committee to enhance Board effectiveness. Changes are recommended by the Nominating and Governance
Committee for approval by the full Board as appropriate.
Code of Conduct and Code of Ethics
We have adopted a code of conduct that applies to all Symantec employees, officers and directors. We have
also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal
financial officer and principal accounting officer. Our Code of Conduct and Code of Ethics for Chief Executive
Officer and Senior Financial Officers are posted on the Investor Relations section of our website, which is located at
www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.” We intend to post
or disclose at that location any amendments to or waivers from any provision of our Code of Conduct and Code of
Ethics for Chief Executive Officer and Senior Financial Officers that both applies to any of our executive officers or
directors and relates to any element of the code of ethics, as defined under Item 406 of Regulation S-K.
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