Symantec 2016 Annual Report Download - page 16

director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. In making these determinations, the direc-
tors reviewed and discussed information provided by the directors and our company with regard to each direc-
tor’s business and other activities as they may relate to Symantec and our management. Based on this review and
consistent with our independence criteria, the Board has affirmatively determined that the following current
directors and director nominees are independent: Frank E. Dangeard, Kenneth Y. Hao, David W. Humphrey,
Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul
Unruh and Suzanne M. Vautrinot.
Change in Director Occupation
Our Corporate Governance Guidelines include a policy that our Board should consider whether a change in
any director’s professional responsibilities directly or indirectly impacts that person’s ability to fulfill his or her
directorship obligations. To facilitate the Board’s consideration, all directors shall submit a resignation as a mat-
ter of course upon retirement, a change in employer, or other significant change in their professional roles and
responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.
Board and Committee Effectiveness
It is important to Symantec that our Board and its committees are performing effectively and in the best
interests of our company and its stockholders. The Nominating and Governance Committee reviews the size,
composition and needs of the Board with established criteria to ensure the Board has the appropriate skills and
expertise to effectively carry out its duties and responsibilities. In addition, an evaluation of the Board’s and its
committees’ operations and performance is conducted annually by the Nominating and Governance Committee.
Changes are recommended by the Nominating and Governance Committee for approval by the full Board as
appropriate.
Board’s Role in Risk Oversight
The Board executes its risk management responsibility directly and through its committees. The Audit
Committee has primary responsibility for overseeing our company’s enterprise risk management process. The
Audit Committee receives updates and discusses individual and overall risk areas during its meetings, including
our company’s financial risk assessments, risk management policies and major financial risk exposures and the
steps management has taken to monitor and control such exposures. The Compensation Committee oversees risks
associated with our compensation policies and practices with respect to both executive compensation and com-
pensation generally. The Compensation Committee receives reports and reviews whether Symantec’s compensa-
tion policies and practices to confirm that they are not reasonably likely to have a material adverse effect on our
company or encourage unnecessary risk-taking. The Nominating and Governance Committee oversee the
management of risks that may arise in connection with our company’s governance structures, processes and poli-
cies.
The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee
chairmen to the full Board during the Board meetings. In addition, the Board participates in regular discussions
with our senior management of many core subjects, including strategy, operations and finance, in which risk
oversight is an inherent element. The Board believes that its leadership structure, as described above under
“Board Leadership Structure,” facilitates the Board’s oversight of risk management because it allows the Board,
with leadership from the independent, non-executive Chairman and each independent committee chair, to partic-
ipate actively in the oversight of management’s actions.
Outside Advisors
The Board and its committees are free to engage independent outside financial, legal and other advisors as
they deem necessary to provide advice and counsel on various topics or issues, at Symantec’s expense, and are
provided full access to our officers and employees.
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