Symantec 2016 Annual Report Download - page 17

Board Structure and Meetings
The Board and its committees meet throughout the year on a set schedule, and also hold special meetings
and act by written consent from time to time. The Board held a total of 17 meetings during fiscal 2016. During
this time, no directors attended fewer than 75% of the aggregate of the total number of meetings held by the
Board and the total number of meetings held by all committees of the Board on which such director served
(during the period which such director served).
Agendas and topics for board and committee meetings are developed through discussions between manage-
ment and members of the Board and its committees. Information and data that are important to the issues to be
considered are distributed in advance of each meeting. Board meetings and background materials focus on key
strategic, operational, financial, governance and compliance matters applicable to us, including the following:
‰Reviewing annual and longer-term strategic and business plans;
‰Reviewing key product, industry and competitive issues;
‰Reviewing and determining the independence of our directors;
‰Reviewing and determining the qualifications of directors to serve as members of committees, including
the financial expertise of members of the Audit Committee;
‰Selecting and approving director nominees;
‰Selecting, evaluating and compensating the Chief Executive Officer;
‰Reviewing and discussing succession planning for the senior management team, and for lower manage-
ment levels to the extent appropriate;
‰Reviewing and approving material investments or divestitures, strategic transactions and other significant
transactions that are not in the ordinary course of business;
‰Evaluating the performance of the Board;
‰Overseeing our compliance with legal requirements and ethical standards; and
‰Overseeing our financial results.
Executive Sessions
After each regularly scheduled Board meeting, the independent members of our Board hold a separate
closed meeting, referred to as an “executive session.” These executive sessions are used to discuss such topics as
the independent directors deem necessary or appropriate. At least annually, the independent directors hold an
executive session to evaluate the Chief Executive Officer’s performance and compensation. Executive sessions
of the Board are led by the independent, non-executive Chairman.
Succession Planning
Our Board recognizes the importance of effective executive leadership to Symantec’s success, and meets to
discuss executive succession planning at least annually.
Attendance of Board Members at Annual Meetings
We encourage our directors to attend our annual meetings of stockholders. All directors who were elected to
the Board at our 2015 Annual Meeting were in attendance at that meeting.
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