Symantec 2012 Annual Report Download - page 23

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS
Criteria for Nomination to the Board
The Nominating and Governance Committee will consider candidates submitted by Symantec stockholders,
as well as candidates recommended by directors and management, for nomination to the Board. The Nominating
and Governance Committee has generally identified nominees based upon suggestions by outside directors,
management and executive recruiting firms. The goal of the Nominating and Governance Committee is to
assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills
derived from high-quality business and professional experience. The Nominating and Governance Committee
annually reviews the appropriate skills and characteristics required of directors in the context of the current
composition of the Board, our operating requirements and the long-term interests of our stockholders.
The key attributes, experience and skills we consider important for our directors in light of our current busi-
ness and structure are:
‰Industry and Technology Expertise. Since we are a technology and software provider, education or
experience in relevant technology is useful in understanding our research and development efforts,
competing technologies, the various products and processes that we develop, and the market segments in
which we compete.
‰Global Expertise. We are a global organization with offices in many countries. Directors with global
expertise can provide a useful business and cultural perspective regarding many significant aspects of our
business.
‰Leadership Experience. Directors who have served in senior leadership positions are important to us,
because they bring experience and perspective in analyzing, shaping, and overseeing the execution of
important operational and policy issues at a senior level.
‰Public Company Board Experience. Directors who have served on other public company boards can
offer advice and insights with regard to the dynamics and operation of a board of directors; the relations of
a board to the CEO and other management personnel; the importance of particular agenda and oversight
matters; and oversight of a changing mix of strategic, operational, and compliance-related matters.
‰Mergers and Acquisitions (M&A) Experience. Directors who have a background in M&A transactions
can provide insight into developing and implementing strategies for growing our business through combi-
nation with other organizations.
‰Financial Expertise. Knowledge of financial markets, financing operations, and accounting and finan-
cial reporting processes is important because it assists our directors in understanding, advising, and over-
seeing Symantec’s capital structure, financing and investing activities, financial reporting, and internal
control of such activities.
‰Diversity. In addition to a diverse portfolio of professional background, experiences, knowledge and
skills, the composition of the Board should reflect the benefits of diversity as to gender, race and ethnic
background.
The information provided under “Director Qualifications” below each of the brief biographical descriptions
set forth under Proposal 1. “Election of Directors — Nominees for Director” below includes the key individual
attributes, experience and skills of each of our directors that led to the conclusion that each director should serve
as a member of the board of directors at this time.
Process for Identifying and Evaluating Nominees
The Nominating and Governance Committee considers candidates by first evaluating the current members
of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining
new perspectives, skills and experience. If the Nominating and Governance Committee determines that an open-
ing exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of
the SEC and NASDAQ.
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