Symantec 2012 Annual Report Download - page 22
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Compensation Committee
Our Compensation Committee reviews and recommends to the independent directors of our Board all
compensation arrangements for our Chief Executive Officer; reviews and approves all compensation arrange-
ments for our other executive officers; reviews the overall strategy for employee compensation including review
of compensation-related risk management; administers our equity incentive plans; reviews and recommends to
the Board compensation for non-employee members of the Board; and reviews and discusses with management
our company’s disclosures under the caption “Compensation Discussion & Analysis” for use in our proxy state-
ments and reports filed with the SEC.
Each member is an independent director as defined by current NASDAQ listing standards.
The Compensation Committee has retained Mercer, an outside consulting firm, to provide advice and
ongoing recommendations on executive compensation matters. The Compensation Committee consulted with
Mercer on certain executive compensation matters during fiscal year 2012. As the Compensation Committee
requested and to assist the Compensation Committee as it made decisions with respect to compensation matters,
Mercer provided certain qualitative and quantitative information regarding compensatory practices in the market
for executive talent, analyzed existing Symantec executive compensation arrangements, and was available to the
Compensation Committee to provide technical and other information it requested in connection with performing
its function throughout the fiscal year 2012. Mercer’s role during fiscal year 2012 is further discussed in the
Compensation Discussion & Analysis section.
Nominating and Governance Committee
Our Nominating and Governance Committee identifies, considers and nominates candidates for membership
on our Board; develops, recommends and evaluate corporate governance standards and a code of business con-
duct and ethics applicable to our Company; oversees and reviews our policies and programs concerning to corpo-
rate citizenship and social responsibility, including charitable giving and political activities and expenditures;
implements and oversees a process for evaluating our Board and its committees; oversees our Board’s evaluation
of our Chief Executive Officer; makes recommendations regarding the structure and composition of our Board
and Board committees; and advises the Board on corporate governance matters.
Each member is an independent director as defined by current NASDAQ listing standards.
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