Governance & Ethics
Symantec’s Board of Directors has a duty to oversee all significant business issues, including strategy and long-term business plans, corporate responsibility, legal and ethical compliance, executive selection and compensation, and board conduct. To enable the Board to successfully perform these duties, Symantec adheres to corporate governance best practices:
- Our nine-member Board is composed of eight independent directors and Symantec’s CEO.
- Only independent directors serve on the Audit, Compensation and Leadership Development, and Nominating and Governance Committees.
- We hold annual election of all directors.
- We have a majority vote standard for the election of our directors.
- The positions of Chairman of the Board and Chief Executive Officer are separate.
- Our Chairman is independent.
- We strive to maintain a diverse board composition so as to accurately reflect the concerns of stockholders. In FY14, two additional women were appointed, bringing the total to three women on Symantec’s Board (30 percent of total board members).
The policy of the Board is that compensation for independent directors should be a mix of cash and equity-based compensation. This is the only remuneration they receive during their tenure, and are not paid any consulting, advisory, or other compensatory fees from the Company. Symantec does not pay employee directors any additional compensation for Board service. In addition, we have stock ownership guidelines for our directors to better align their interests with the long-term interests of our stockholders. Further details on director compensation and stock ownership guidelines are available in Symantec's Annual Reports
In evaluating director candidates, the Nominating and Governance Committee considers the extent to which each candidate contributes to the range of talent, skill, and expertise appropriate for the Board, as well as the candidate’s integrity, business acumen, diversity, (including race, ethnicity, and gender), availability, independence of thought, and overall ability to represent the interests of our stockholders. Symantec stockholders, current directors, and company management can nominate candidates to serve on the Board.
The Nominating and Governance Committee bears primary responsibility for corporate responsibility issues. It receives regular briefings on Symantec's corporate responsibility objectives and performance and oversees the Company’s compliance with legal requirements and ethical standards.
Executive Compensation In determining compensation, we work hard to appropriately balance the interests of all our constituencies—our executive officers, our employees, our stockholders, our business partners, and our community. The Board’s Compensation and Leadership Development Committee undertakes a rigorous review of proposed executive compensation programs to ensure that they are fair and sufficient to secure experienced, talented leaders; they tie compensation to both current and long-term company and individual performance; and they do not create risks that are reasonably likely to have a material adverse effect on our company. The review process includes a comprehensive performance evaluation, comparison with other companies’ practices, and consultation with compensation experts.
Ethics The very nature of our business—assuring the security, availability, and integrity of our customers' information—requires a global culture of responsibility. Ethical conduct and integrity are the building blocks of Symantec’s business success.
The Symantec Code of Conduct
The Office of Ethics and Compliance maintains a governance framework that guides our interactions with all of our internal and external stakeholders, to ensure our actions reflect Symantec’s core values and the highest standards of ethical behavior in the global marketplace. These core values and standards of behavior are outlined in the Symantec Code of Conduct (PDF)
. The Code aligns our business practices and policies with our values, setting expectations and providing the foundation for our ethical conduct model. When necessary to provide additional guidance, we supplement the Code of Conduct with detailed policies, for example: anti-corruption, non-discrimination, and non-retaliation policies.
The Code applies to all Symantec directors, officers, employees, subsidiaries, and entities world-wide and requires compliance with the provisions of the U.S. Foreign Corrupt Practices Act, global conventions which Symantec may be a party of, and all applicable anti-bribery and anti-corruption laws. The Code of Conduct is dynamic and evolves to reflect our business environment and processes, regulatory standards and our understanding of global marketplace issues. Employees are required to read the Code of Conduct and complete all ethics and compliance training (including a Code of Conduct course that highlights Records Management, the promotion of ethical behavior, and Conflicts of Interest; individual courses such as Anti-Bribery and Privacy are also required). Employees perform Code training and sign a statement acknowledging that they have received, read, and agree to abide by it. Employees recertify their agreement to comply with its provisions annually.
Employees are expected to report any Code of Conduct or human rights violations to their manager, anyone in their management reporting chain, a Human Resources representative, or the Office of Ethics and Compliance (at email@example.com
) or to Symantec's EthicsLine
which is run by an external, independent third party.
Employees may report concerns anonymously and toll-free or online at EthicsLine's
website. Customers, suppliers, partners, shareholders–any stakeholder–may also use the EthicsLine to inform Symantec of suspected ethical conduct violations.
Reports from EthicsLine are forwarded to the Office of Ethics and Compliance. The Office of Ethics and Compliance ensures that the report is addressed and coordinates any investigation or assessment with the most appropriate Symantec office or department (for example, Human Resources, or Corporate Risk Assurance), depending on the nature of the report.
In addition to overseeing reported concerns, the Office of Ethics and Compliance monitors employees’ compliance with the Code of Conduct, and maintains a direct reporting line to executive management and Symantec’s Audit Committee. The Chief Ethics & Compliance Officer has direct access to Symantec’s CEO and the Board’s Audit Committee so that matters of concern can be escalated and addressed quickly.