Symantec 2012 Annual Report Download - page 19

Change in Director Occupation
Our Corporate Governance Standards include a policy that our Board should consider whether a change in
any director’s professional responsibilities directly or indirectly impacts that person’s ability to fulfill his or her
directorship obligations. To facilitate the Board’s consideration, all directors shall submit a resignation as a mat-
ter of course upon retirement, a change in employer, or other significant change in their professional roles and
responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.
Outside Advisors
The Board and its committees are free to engage independent outside financial, legal and other advisors as
they deem necessary to provide advice and counsel on various topics or issues, at Symantec’s expense, and are
provided full access to our officers and employees.
Board and Committee Effectiveness
It is important to Symantec that our Board and its committees are performing effectively and in the best
interests of Symantec and its stockholders. An evaluation of the Board’s and its committees’ operations and per-
formance is conducted annually by the Nominating and Governance Committee. Changes are recommended by
the Nominating and Governance Committee for approval by the full Board as appropriate.
Board’s Role in Risk Oversight
The Board executes its risk management responsibility directly and through its committees. The Audit
Committee has primary responsibility for overseeing the Company’s enterprise risk management process. The
Audit Committee receives updates and discusses individual and overall risk areas during its meetings, including
the Company’s financial risk assessments, risk management policies and major financial risk exposures and the
steps management has taken to monitor and control such exposures. The Compensation Committee oversees risks
associated with our compensation policies and practices with respect to both executive compensation and com-
pensation generally. The Compensation Committee receives reports and discusses whether Symantec’s
compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the
Company.
The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee
chairmen to the full Board during the Board meetings. In addition, the Board participates in regular discussions
with our senior management of many core subjects, including strategy, operations and finance, in which risk
oversight is an inherent element. The Board believes that its leadership structure, as described above under
“Board Leadership Structure,” facilitates the Board’s oversight of risk management because it allows the Board,
with leadership from the Lead Independent Director and each independent committee chair, to participate
actively in the oversight of management’s actions.
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. The Board held a total of eight meetings during fiscal 2012. During
this time, no directors 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).
Agendas and topics for board and committee meetings are developed through discussions between manage-
ment and members of the Board and its committees. Information and data that are important to the issues to be
considered are distributed in advance of each meeting. Board meetings and background materials focus on key
strategic, operational, financial, governance and compliance matters applicable to us, including the following:
‰Reviewing annual and longer-term strategic and business plans;
‰Reviewing key product, industry and competitive issues;
‰Reviewing and determining the independence of our directors;
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