Symantec 2009 Annual Report Download - page 14

CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
Symantec is strongly committed to good corporate governance practices. These practices provide an important
framework within which our Board and management can pursue our strategic objectives for the benefit of our
stockholders.
Corporate Governance Standards
Our Corporate Governance Standards generally specify the distribution of rights and responsibilities of the
Board, management and stockholders, and detail the rules and procedures for making decisions on corporate affairs.
In general, the stockholders elect the Board and vote on certain extraordinary matters; the Board is responsible for
the general governance of the Company, including selection of key management; and management is responsible
for running the day-to-day operations of the Company.
Our Corporate Governance Standards are available on the Investor Relations section of our website, which is
located at www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.” The
Corporate Governance Standards are reviewed at least annually by our Nominating and Governance Committee,
and changes are recommended to our Board for approval as appropriate. The fundamental premise of our board-
level corporate governance standards is the independent nature of our Board and its responsibility to our
stockholders.
Board Independence
Through its continued listing requirements for companies with securities listed on the NASDAQ Global Select
Market, the NASDAQ Stock Market (“NASDAQ”) requires that a majority of the members of our Board be
independent, as defined under NASDAQ’s Marketplace Rules. Currently, each member of our Board, other than our
Chief Executive Officer, Enrique Salem and our Chairman of the Board, John W. Thompson, is an independent
director and all standing committees of the Board are composed entirely of independent directors, in each case
under NASDAQ’s independence definition. The NASDAQ independence definition includes a series of objective
tests, such as that the director is not an employee of the Company and has not engaged in various types of business
dealings with the Company. In addition, as further required by NASDAQ rules, the Board has made a subjective
determination as to each independent director that no relationship exists which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these
determinations, the directors reviewed and discussed information provided by the directors and the Company with
regard to each director’s business and other activities as they may relate to Symantec and our management. Based on
this review and consistent with our independence criteria, the Board has affirmatively determined that the following
directors are independent: Michael A. Brown, William T. Coleman, Frank E. Dangeard, Geraldine B. Laybourne,
David L. Mahoney, Robert S. Miller, Daniel H. Schulman, and V. Paul Unruh.
Board Structure and Meetings
The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and
act by written consent from time to time. After each regularly scheduled Board meeting, the independent members
of our Board hold a separate closed meeting, referred to as an “executive session,” which is generally led by the
Lead Independent Director. These executive sessions are used to discuss such topics as the independent directors
deem necessary or appropriate. At least annually, the independent directors will hold an executive session to
evaluate the Chief Executive Officer’s performance and compensation.
The Board held a total of eight meetings during the fiscal year ended April 3, 2009. During this time, only one
director, George Reyes, attended fewer than 75% of the aggregate of the total number of meetings held by the Board
and the total number of meetings held by all committees of the Board on which such director served (during the
period which such director served). Mr. Reyes resigned from the Board in February 2009.
Agendas and topics for Board and committee meetings are developed through discussions between man-
agement and members of the Board and its committees. Information and data that is important to the issues to be
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