Symantec 2016 Annual Report Download - page 19

‰Appoint and, if necessary, terminate any registered public accounting firm engaged to render an audit
report or to perform other audit, review or attest services for our company.
‰Review and approve processes and procedures to ensure the continuing independence of our company’s
independent auditors.
‰Review the internal audit function of our company, including the independence and authority of its report-
ing obligations and the coordination of our company’s internal audit function with the independent audi-
tors.
‰Review our company’s practices with respect to risk assessment and risk management and meet with
management and members of internal audit to discuss our company’s significant risk exposures and the
steps management has taken to monitor, control and mitigate such exposures.
‰Review our company’s ethics compliance program, including policies and procedures for monitoring
compliance, and the implementation and effectiveness of our company’s ethics and compliance program.
Our Board has unanimously determined that all Audit Committee members are financially literate under
current NASDAQ listing standards, and at least one member has financial sophistication under NASDAQ listing
standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as an “audit commit-
tee financial expert” under the Securities and Exchange Commission (the “SEC”) rules and regulations.
Mr. Unruh is independent as defined by current NASDAQ listing standards for Audit Committee membership.
Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any
additional duties, obligations or liability on any person so designated.
Compensation and Leadership Development Committee
Our Compensation and Leadership Development Committee (the “Compensation Committee”) oversees our
compensation policies and practices so that they align with the interests of our stockholders; encourage a focus
on our company’s long-term success and performance; and incorporate sound corporate governance principles. It
also oversees our programs to attract, retain and develop our executive officers. Its duties and responsibilities
include, among other things, to:
‰Review executive and leadership development practices that support our company’s ability to retain and
develop the executive and leadership talent required to deliver against our company’s short term and long
term business strategies, including succession planning for the executive officers.
‰Review our company’s compensation policies, plans and programs to confirm they: (i) are designed to
attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively
in a manner consistent with the strategy of our company and the interests of stockholders; (iii) are con-
sistent with a competitive framework; and (iv) support the achievement of our company’s overall financial
results and individual contributions.
‰Review and recommend to the independent directors of our Board all compensation arrangements for our
Chief Executive Officer.
‰Determine stock ownership guidelines for our Board and executive officers.
‰Review our company’s overall compensation and benefits and programs.
‰Administer our equity incentive and stock purchase plans.
‰Review and recommend to the Board compensation for non-employee members of the Board.
‰Review our company’s compensation policies and practices to confirm that such policies and practices are
not likely to have a material adverse effect on our company and do not encourage excessive or
inappropriate risk-taking by our executives.
‰Review and make recommendations to the Board with respect to stockholder proposals and stockholder
advisory votes related to executive compensation matters.
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