Symantec 2011 Annual Report Download - page 15

accept or reject a resignation tendered in accordance with this policy. The Board expects a director whose
resignation is under consideration to abstain from participating in any decision regarding the resignation.
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’ interests with
those of our stockholders. Details of our directors’ stock ownership guidelines are disclosed under Director
Compensation on page 16, and details of our executive officers’ stock ownership guidelines are disclosed under
Stock Ownership Requirements on page 46. The Nominating and Governance Committee oversees the establish-
ment of the ownership standards.
Separate Chairman and CEO
Although our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman
should be separate, the positions did separate in April 2009 upon Enrique Salem’s appointment as President and
CEO and John W. Thompson’s continuation as Chairman. We will maintain separate roles after Mr. Thompson’s
departure immediately prior to the Annual Meeting as discussed below. Our Board has appointed Stephen M.
Bennett to the position of Chairman effective as of Mr. Thompson’s departure and contingent upon being re-elected
by the Company’s stockholders at the Annual Meeting.
Lead Independent Director
The Lead Independent Director of the Board was chosen by the independent directors of the Board, and had the
general responsibility to preside at all meetings of the Board when the Chairman was not present and executive
sessions of the Board without management present. Robert S. Miller has served as the Lead Independent Director
since April 22, 2003. Effective immediately after the Annual Meeting, and assuming that Mr. Bennett is re-elected
by the Company’s stockholders at the Annual Meeting, the position of Lead Independent Director will no longer
exist due to our independent director, Mr. Bennett, assuming the Chairman role.
Board Independence
It is the policy of the Board and NASDAQ’s rules require listed companies to have a board of directors with at
least a majority of independent directors, as defined under NASDAQ’s Marketplace Rules. Currently, each member
of our Board, other than our Chief Executive Officer, Enrique Salem, and our Chairman of the Board, John W.
Thompson, is an independent director and all standing committees of the Board are composed entirely of
independent directors, in each case under NASDAQ’s independence definition. The NASDAQ independence
definition includes a series of objective tests, such as that the director is not an employee of the Company and has
not engaged in various types of business dealings with the Company. In addition, the Board has made a subjective
determination as to each independent 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 directors reviewed and discussed information provided by the directors and the Company with
regard to each director’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
directors are independent: Stephen M. Bennett, Michael A. Brown, William T. Coleman, Frank E. Dangeard,
Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Daniel H. Schulman, and V. Paul Unruh.
Change in Director Occupation
Our Corporate Governance Standards 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 matter
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.
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