Symantec 2012 Annual Report Download - page 17

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 our company, including selection and oversight of key management;
and management is responsible for running our day-to-day operations.
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 “Investor Resources.” 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 stock-
holders.
Code of Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our Board members, officers and employees. 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
located at www.symantec.com/invest, by clicking on “Company Charters,” under “Investor Resources.” Any
amendments or waivers of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior
Financial Officers pertaining to a member of our Board or one of our executive officers will be disclosed on our
website at the above-referenced address.
Majority Vote Standard and Director Resignation Policy
Our Bylaws and Corporate Governance Standards provide for a majority voting standard for the election of
directors. Under the majority vote standard, each nominee must be elected by a majority of the votes cast by the
shares present in person or represented by proxy and entitled to vote at any meeting for the election of directors
at which a quorum is present. A “majority of the votes cast” means the votes cast “for” a nominee’s election must
exceed the votes cast “against” that nominee’s election. A plurality voting standard will apply instead of the
majority voting standard if: (i) a stockholder has provided us with notice of a nominee for director in accordance
with our Bylaws; and (ii) that nomination has not been withdrawn as of 10 days before we first deliver proxy
materials to stockholders.
To effectuate this policy with regard to incumbent directors, the Board will not nominate an incumbent direc-
tor for re-election unless prior to such nomination the director has agreed to promptly tender a resignation if such
director fails to receive a sufficient number of votes for re-election at the stockholder meeting with respect to
which such nomination is made. Such resignation will be effective upon the earlier of (i) the Board’s acceptance
of such resignation or (ii) the 90th day after certification of the election results of the meeting; provided, how-
ever, that prior to the effectiveness of such resignation, the Board may reject such resignation and permit the
director to withdraw such resignation.
If an incumbent director fails to receive the required vote for re-election, the Nominating and Governance
Committee shall act on an expedited basis to determine whether to recommend acceptance or rejection of the
director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board
intends to act promptly on the Committee’s recommendation and will decide to accept or reject such resignation
and publicly disclose its decision within 90 days from the date of certification of the election results. The Nomi-
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