Governance and Ethics

• Corporate Governance
• Symantec Code of Conduct

Symantec strives to provide transparent information about the policies, codes, and guidelines that govern our business operations. We engage in honest and open communication about the company’s financial and governance activities and make information about the composition of corporate committees and all company charters available on our corporate governance Web site.

Corporate Governance

Our Board of Directors is charged with representing the interests of our stockholders and ensuring that the company is managed in alignment with our core values. The Nominating and Governance Committee amended its charter in 2007 to include a directive to oversee Symantec’s position on significant issues of corporate responsibility. The Nominating and Governance Committee receives regular updates on corporate responsibility issues, including shareholder advocacy, public policy, environmental performance, and philanthropy, among others.

Symantec’s Board of Directors adheres to corporate governance best practices, particularly as they relate to Board independence. Our ten-member Board is composed of eight independent directors, Symantec’s Chairman, and the CEO. Symantec’s Board believes that the nomination of nonindependent, employee directors should be limited to special circumstances.

A further strength of our Board is its diversity, with one female Board member and two Board members representing minority populations (African American and Hispanic American). George Reyes stepped down from the Board in March 2009, while Enrique Salem joined the Board on April 4, 2009.

Symantec enjoys a reputation for good governance policies and procedures, as demonstrated through recent Wall Street analysis. RiskMetrics Group reported that Symantec outperformed 92.2 percent of the companies in the S&P 500 and 99.1 percent of the companies in the Software & Services group as of July 1, 2009.

Determining Executive Compensation

Symantec’s approach to setting executive compensation is defined by two primary objectives: namely, compensation should be tied to current and long-term company performance, and compensation must be sufficient to attract and retain talented and experienced leaders. What this means in practice is that executives with greater responsibility and more direct ability to influence overall company performance have a significant portion of their pay at risk through short- and long-term incentive programs.

The Compensation Committee of the Board of Directors undertakes rigorous review of proposed executive compensation packages to ensure both fair compensation and Symantec’s continued ability to secure top talent. The process includes a comprehensive performance evaluation, comparison with other companies’ practices, and consultation with compensation experts.

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.

For more information about Symantec’s corporate governance policies and practices, click here.

Symantec Code of Conduct

Ethics and integrity are the building blocks of Symantec’s business success. The Symantec Code of Conduct, updated in July 2009, clarifies the standards of behavior that Symantec expects of its employees and guides employees in making ethical decisions. It aligns our values with our business practices and policies and provides a foundation for good governance.

The Symantec Code of Conduct guides our business operations all over the world. Everywhere we work, we apply the more stringent of either local laws and regulations or the principles laid out in the Code. We require compliance with the provisions of the U.S. Foreign Corrupt Practices Act and other similar global anti-bribery and anti-corruption laws which expressly prohibit bribery or other corrupt behavior.

Every Symantec employee is required to read the Code of Conduct, take an online training course that further illustrates Code principles, and sign a statement acknowledging that they have received, read, and agree to abide by the Code. We have established an Office of Compliance and an Ethics and Compliance Committee to help set policy and internal controls and to address any alleged ethical misconduct.

Employees are encouraged to report any Code of Conduct or human rights violations and Symantec provides numerous avenues to do so.  For example, employees may report any concerns to their manager, anyone in their management reporting chain, Human Resources, or the Office of Compliance (at ethics@symantec.com).  Employees may also report any concerns to an external, independent third party by calling AlertLine (within the United States/Canada 1-877-231-0837; International +704-556-7046) or by sending an email to Symantec@alertline.com.