Symantec 2014 Annual Report Download - page 73

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related-Person Transactions Policy and Procedures
Symantec has adopted a written related person transactions policy which provides for the Company’s poli-
cies and procedures regarding the identification, review, consideration and approval or ratification of “related
person transactions.” The Nominating and Governance Committee reviews transactions that may be “related
person transactions,” which are transactions between Symantec and any related persons in which the aggregate
amount involved exceeds or may be expected to exceed $120,000, and in which the related person has or will
have a direct or indirect material interest. For purposes of the policy, a related person is any Symantec executive
officer, director, nominee for director, or stockholder holding more than 5% of any class of Symantec’s voting
securities, in each case, since the beginning of the previous fiscal year, and their immediate family members.
Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related
person, the following transactions are deemed not to be “related person transactions” (meaning the related person
is deemed to not have a direct or indirect material interest in the transaction):
‰compensation to executive officers determined by Symantec’s Compensation Committee;
‰any transaction with another company at which a related person is a director or an employee (other than
an executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or three
percent of that company’s total annual gross revenues, provided that the transaction involves the purchase
of either company’s goods and services and the transaction is subject to usual trade terms and is in the
ordinary course of business and the related person is not involved in the negotiation of the transaction;
‰any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy
statement;
‰any transaction where the related person’s interest arises solely from the ownership of the Company’s
common stock and all holders of the Company’s common stock received the same benefit on a pro rata
basis;
‰any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable
organization, foundation or university at which a related person’s only relationship is as a director or an
employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000,
or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift
program;
‰any transaction where the rates or charges involved are determined by competitive bids;
‰any transaction involving the rendering of services as a common or contract carrier, or public utility, at
rates or charges fixed in conformity with law or governmental authority; or
‰any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a
trust indenture, or similar services.
Under the policy, members of Symantec’s legal department review transactions involving related persons
that do not fall into one of the above categories. If they determine that a related person could have a significant
interest in a transaction, the transaction is referred to the Nominating and Governance Committee. In addition,
transactions may be identified through Symantec’s Code of Conduct or other Symantec policies and procedures,
and reported to the Nominating and Governance Committee. The Nominating and Governance Committee
determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or
take other action with respect to the transaction.
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