Symantec 2012 Annual Report Download - page 18

nating and Governance Committee and the Board may consider such factors they deem relevant in deciding
whether to accept or reject a resignation tendered in accordance with this policy. The Board expects a director
whose resignation is under consideration to abstain from participating in any decision regarding the resignation.
Stock Ownership Guidelines
It is the policy of the Board that our directors and officers interests align with those of our stockholders. In
furtherance of this policy, our Board adopted stock ownership guidelines to better align our directors’ interests
with those of our stockholders. Details of our directors’ stock ownership guidelines are disclosed under Director
Compensation on page 20, and details of our executive officers’ stock ownership guidelines are disclosed under
Stock Ownership Requirements on page 51. The Nominating and Governance Committee oversees the
establishment of the ownership guidelines.
Board Leadership Structure
Currently, our Board leadership structure consists of our Chairman, who is also our CEO, and our Lead
Independent Director, who was elected by the independent directors. The Board believes this structure is in the
best interest of our company since it provides independent Board leadership while providing the benefit of hav-
ing our CEO, the individual with primary responsibility for managing the Company’s day-to-day operations,
chair regular Board meetings as our Board discusses key business and strategic issues. Our Lead Independent
Director chairs regular executive sessions of the independent members of the Board without management pres-
ent. We believe this structure provides strong independent oversight of management. At this time, the Board
believes that the Company is best served by having the same individual as both Chairman of the Board and CEO,
but will continue to consider the appropriateness of this structure.
Lead Independent Director
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 regular
executive sessions of the independent members of the Board without management present. The Lead Independent
Director also serves as liaison between the Chairman and independent directors; determines the meeting agenda
for the executive sessions of the Board; and has the authority to call meetings of the independent directors when
appropriate. Daniel H. Schulman was appointed Lead Independent Director on July 24, 2012.
Board Independence
It is the policy of the Board and NASDAQ’s rules require that listed companies have a board of directors
with at least a majority of independent directors, as defined under NASDAQ’s Marketplace Rules. Currently,
each member of our Board, other than our President and Chief Executive Officer, Stephen M. Bennett, 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, 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 determi-
nations, 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 follow-
ing directors are independent: Michael A. Brown, Frank E. Dangeard, Stephen E. Gillett, Geraldine B. Lay-
bourne, David L. Mahoney, Robert S. Miller, Daniel H. Schulman, and V. Paul Unruh.
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