Symantec 2009 Annual Report Download - page 17
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Functions: To review and recommend to the independent directors of our Board
all compensation arrangements for our Chief Executive Officer;
To review and approve all compensation arrangements for our other
executive officers;
To review the overall strategy for employee compensation;
To administer our equity incentive plans;
To review and recommend to the Board compensation for non-
employee members of the Board; and
To review and discuss with management the Company’s disclosures
under the caption “Compensation Discussion and Analysis” for use in
our proxy statements and reports filed with the SEC.
The Compensation Committee retains Mercer, an outside consulting firm, to provide advice and ongoing
recommendations on executive compensation matters. The Compensation Committee consulted with Mercer on
certain executive compensation matters during fiscal year 2009. As the Compensation Committee requested and to
assist the Compensation Committee as it made decisions with respect to compensation matters, Mercer provided
certain qualitative and quantitative information regarding compensatory practices in the market for executive talent,
analyzed existing Symantec executive compensation arrangements, and was available to the Compensation
Committee to provide technical and other information it requested in connection with performing its function
throughout the fiscal year 2009. Mercer’s role during fiscal year 2009 is further discussed in the Compensation
Discussion & Analysis section (beginning on page 27).
Nominating and Governance Committee
Members: Michael A. Brown (Chair)
Frank E. Dangeard
Robert S. Miller
Daniel H. Schulman
V. Paul Unruh
Number of Meetings in Fiscal Year 2009: 4
Independence: Each member is an independent director as defined by current NAS-
DAQ listing standards.
Functions: To identify, consider and nominate candidates for membership on our
Board;
To develop, recommend and evaluate corporate governance standards
and a code of business conduct and ethics applicable to our Company;
To implement and oversee a process for evaluating our Board, Board
committees (including the Nominating and Governance Committee)
and oversee our Board’s evaluation of our Chief Executive Officer;
To make recommendations regarding the structure and composition of
our Board and Board committees; and
To advise the Board on corporate governance matters.
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