Symantec 2013 Annual Report Download - page 18

whether to 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’ and offi-
cers’ interests with those of our stockholders. Details of our directors’ stock ownership guidelines are disclosed
under Director Compensation on page 22, and details of our executive officers’ stock ownership guidelines are
disclosed under Stock Ownership Requirements on page 67. The Compensation and Leadership Development
Committee determine the stock ownership guidelines and the Nominating and Governance Committee monitor
compliance under such guidelines.
Board Leadership Structure
Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be
separate. Instead, it retains the flexibility to determine on a case-by-case basis whether the Chief Executive Officer,
or an independent director, should serve as Chairman. During those periods in which the positions of Chairman and
Chief Executive Officer are combined, the independent directors appoint an independent director as a Lead
Independent Director. During part of fiscal 2013, Daniel Schulman, one of our independent directors, served as the
Lead Independent Director. Currently, the roles of Chief Executive Officer and Chairman are separate.
Mr. Schulman was appointed as non-executive Chairman of the Board in January 2013. The Board believes that
having an independent director serve as the non-executive Chairman of the Board is the appropriate leadership
structure for our company at this time because it allows our Chief Executive Officer to focus on executing our
company’s strategic plan and managing our company’s operations and performance, while allowing the Chairman
of the Board to focus on the effectiveness of the Board and independent oversight of our senior management team.
Board Independence
It is the policy of the Board and NASDAQ’s rules require that listed companies 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 President and Chief Executive Officer, Stephen M. Bennett, 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 determi-
nations, the directors reviewed and discussed information provided by the directors and our 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 follow-
ing current directors and director nominees are independent: Michael A. Brown, Frank E. Dangeard, Geraldine
B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands (nominee), Daniel H. Schulman, V. Paul
Unruh and Suzanne M. Vautrinot (nominee).
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.
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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