Symantec 2011 Annual Report Download - page 20

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS
Criteria for Nomination to the Board
The Nominating and Governance Committee will consider candidates submitted by Symantec stockholders, as
well as candidates recommended by directors and management, for nomination to the Board. The Nominating and
Governance Committee has generally identified nominees based upon suggestions by outside directors, manage-
ment and executive recruiting firms. The goal of the Nominating and Governance Committee is to assemble a Board
that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-
quality business and professional experience. The Nominating and Governance Committee annually reviews the
appropriate skills and characteristics required of directors in the context of the current composition of the Board, our
operating requirements and the long-term interests of our stockholders.
The key attributes, experience and skills we consider important for our directors in light of our current business
and structure are:
•Leadership Experience. Directors who have served in senior leadership positions are important to us,
because they bring experience and perspective in analyzing, shaping, and overseeing the execution of
important operational and policy issues at a senior level.
•Public Company Board Experience. Directors who have served on other public company boards can offer
advice and insights with regard to the dynamics and operation of a board of directors; the relations of a board
to the CEO and other management personnel; the importance of particular agenda and oversight matters; and
oversight of a changing mix of strategic, operational, and compliance-related matters.
•Mergers and Acquisitions (M&A) Experience. Directors who have a background in M&A transactions can
provide insight into developing and implementing strategies for growing our business through combination
with other organizations.
•Financial Expertise. Knowledge of financial markets, financing operations, and accounting and financial
reporting processes is important because it assists our directors in understanding, advising, and overseeing
Symantec’s capital structure, financing and investing activities, financial reporting, and internal control of
such activities.
•Industry and Technology Expertise. Since we are a technology and software provider, education or
experience in relevant technology is useful in understanding our research and development efforts,
competing technologies, the various products and processes that we develop, and the market segments
in which we compete.
•Global Expertise. We are a global organization with offices in many countries. Directors with global
expertise can provide a useful business and cultural perspective regarding many significant aspects of our
business.
•Legal Expertise. Directors who have legal education and experience can assist the Board in fulfilling its
responsibilities related to the oversight of Symantec’s legal and regulatory compliance.
Process for Identifying and Evaluating Nominees
The Nominating and Governance Committee considers candidates by first evaluating the current members of
the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new
perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening
exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC
and NASDAQ.
The Nominating and Governance Committee generally will evaluate each candidate based on the extent to
which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well
as the candidate’s integrity, business acumen, diversity, availability, independence of thought, and overall ability to
represent the interests of Symantec’s stockholders. The Nominating and Governance Committee does not assign
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