Symantec 2014 Annual Report Download - page 14

CORPORATE GOVERNANCE
Symantec is strongly committed to good corporate governance practices. These practices provide an
important framework within which our Board and management can pursue our strategic objectives for the benefit
of our stockholders.
Corporate Governance Guidelines
Our Corporate Governance Guidelines generally specify the distribution of rights and responsibilities of
Symantec Corporation’s Board of Directors (the “Board”), management and stockholders, and detail the rules
and procedures for making decisions on corporate affairs. In general, the stockholders elect the Board and vote
on certain extraordinary matters; the Board is responsible for the general governance of our company, including
selection and oversight of key management; and management is responsible for running our day-to-day oper-
ations.
Our Corporate Governance Guidelines are available on the Investor Relations section of our website, which
is located at www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.” The
Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee,
and changes are recommended to our Board for approval as appropriate. The fundamental premise of our board-
level corporate governance guidelines is the independent nature of our Board and its responsibility to our stock-
holders.
Code of Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our Board members, officers and employees. We
have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our
principal financial officer and principal accounting officer. Our Code of Conduct and Code of Ethics for Chief
Executive Officer and Senior Financial Officers are posted on the Investor Relations section of our website
located at www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.” Any
amendments or waivers of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior
Financial Officers pertaining to a member of our Board or one of our executive officers will be disclosed on our
website at the above-referenced address.
Policy Against Short-Selling, Hedging and Pledging Symantec Securities
Our Insider Trading Policy prohibits all directors and employees from short-selling Symantec stock or
engaging in transactions involving Symantec-based derivative securities, including hedging transactions. This
policy was established in part because there is often a conflict of interest involved when an employee bets against
or hedges a bet regarding our company’s performance. In addition, our Insider Trading Policy prohibits pledging
Symantec stock as collateral for a loan, since the stock may be sold in foreclosure if the borrower defaults on the
loan at a time when the pledgor is aware of material, nonpublic information.
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’ and offi-
cers’ interests with those of our stockholders. Details of our directors’ stock ownership guidelines are disclosed
under Director Compensation on page 19, and details of our executive officers’ stock ownership guidelines are
disclosed under Stock Ownership Requirements on page 46. The Compensation and Leadership Development
Committee determine the stock ownership guidelines and the Nominating and Governance Committee monitor
compliance under such guidelines.
Stockholder Engagement
We are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that
matter most to them and to enable our company to address them effectively. This past year we engaged with our
top investors representing approximately 44% of our outstanding shares to discuss corporate governance and
executive compensation matters, including board composition and our former CEO compensation. A summary of
the feedback we received was provided to the Board for review and consideration.
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