Symantec 2012 Annual Report Download - page 21

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THE BOARD AND ITS COMMITTEES
There are three primary committees of the Board: the Audit Committee, Compensation Committee and
Nominating and Governance Committee. The Board has delegated various responsibilities and authorities to
these different committees, as described below and in the committee charters. The Board committees regularly
report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation
Committee and Nominating and Governance Committee was appointed by the Board. Each of the Board commit-
tees has a written charter approved by the Board and available on our website at www.symantec.com/invest,by
clicking on “Company Charters,” under “Investor Resources.”
The following table shows our current directors, their independence status, their roles on the Board and its
committees, and the number of meetings the Board and each of its committees held in fiscal 2012:
Director Independent Board Audit Compensation
Nominating &
Governance
Stephen M. Bennett No
Michael A. Brown Yes
Frank E. Dangeard Yes
Stephen E. Gillett Yes
Geraldine B. Laybourne Yes
David L. Mahoney Yes
Robert S. Miller Yes
Daniel H. Schulman Yes Lead
V. Paul Unruh Yes
Number of Meetings in Fiscal 2012 8 9 6 4
= Member = Chair
Audit Committee
Our Audit Committee oversees our accounting and financial reporting processes and the audits of our finan-
cial statements, including oversight of our systems of internal controls and disclosure controls and procedures,
compliance with legal and regulatory requirements, internal audit function and the appointment and compensa-
tion of our independent registered public accounting firm; oversees our accounting and financial reporting proc-
esses and the audits of our financial statements, including oversight of our systems of internal controls and
disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function
and the appointment and compensation of our independent registered public accounting firm; reviews and eval-
uates the independence and performance of our independent registered public accounting firm; and facilitates
communication among our independent registered public accounting firm, our financial and senior management
and our Board.
Each member is an independent director as defined by current NASDAQ listing standards for Audit Commit-
tee membership. Our Board has unanimously determined that all Audit Committee members are financially liter-
ate under current NASDAQ listing standards, and at least one member has financial sophistication under
NASDAQ listing standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as
an “audit committee financial expert” under SEC rules and regulations. Mr. Unruh is independent as defined by
current NASDAQ listing standards for Audit Committee membership. Designation as an “audit committee finan-
cial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability
on any person so designated.
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