Symantec 2013 Annual Report Download - page 21

THE BOARD AND ITS COMMITTEES
There are three primary committees of the Board: the Audit Committee, Compensation and Leadership
Development Committee and Nominating and Governance Committee. The Board has delegated various
responsibilities and authorities to these different committees, as described below and in the committee charters.
The Board committees regularly report on their activities and actions to the full Board. Each member of the
Audit Committee, Compensation and Leadership Development Committee and Nominating and Governance
Committee was appointed by the Board. Each of the Board committees has a written charter approved by the
Board and available on our website at www.symantec.com/invest, by clicking on “Company Charters,” under
“Corporate Governance.”
The following table shows our current directors, their independence status, their roles on the Board and its
committees, and the number of meetings the Board and each of its committees held in fiscal 2013:
Director Independent Board Audit Compensation
Nominating &
Governance
Stephen M. Bennett No *
Michael A. Brown Yes
Frank E. Dangeard Yes
Geraldine B. Laybourne Yes
David L. Mahoney Yes
Robert S. Miller Yes
Daniel H. Schulman Yes Lead/ *
V. Paul Unruh Yes
Number of Meetings in Fiscal 2013 10 9 7 4
= Member = Chair
* Mr. Bennett was Chairman of the Board and Mr. Schulman was Lead Independent Director until January
2013, when Mr. Schulman was appointed non-executive Chairman of the Board.
Audit Committee
Our Audit Committee oversees our company’s accounting and financial reporting processes and the audits
of our financial statements, including oversight of our systems of internal controls and disclosure controls and
procedures, compliance with legal and regulatory requirements, internal audit function and the appointment,
retention and compensation of our independent auditors. Its duties and responsibilities include, among other
things, to:
‰Review our company’s quarterly and annual financial statements.
‰Review the adequacy and effectiveness of our company’s accounting and financial reporting processes.
‰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 consultants with the independent
auditors.
‰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.
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