Symantec 2011 Annual Report Download - page 16

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.
Board and Committee Effectiveness
It is important to Symantec that our Board and its committees are performing effectively and in the best
interests of Symantec and its stockholders. 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 the Company’s enterprise risk management process. The Audit
Committee receives updates and discusses individual and overall risk areas during its meetings, including the
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 compen-
sation generally. The Compensation Committee receives reports and discusses whether Symantec’s compensation
policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
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.
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 eleven meetings during the fiscal year ended
April 1, 2011. 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 is 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 management
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;
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