ADT 2005 Annual Report Download - page 27

•No nominee for director is, or was within the past five years, employed by the independent
auditor for the Company;
• No executive officer of the Company serves on either the board of directors or the
compensation committee of any corporation that employs either a nominee for director or a
member of the immediate family of any nominee for director;
• No nominee for director is an executive officer of any entity which the Company’s annual sales
to or purchases from exceeded one percent of either entity’s annual revenues for the last fiscal
year;
• No nominee for director serves as a director, trustee, executive officer or similar position of a
charitable or non-profit organization to which the Company or its subsidiaries made charitable
contributions or payments in fiscal 2005 in excess of one percent of the organization’s charitable
receipts or the Company’s charitable donations; and
• No nominee for director works for, consults with, or is retained by another publicly traded
company on whose Board of Directors the Company’s Chief Executive Officer or other senior
management serves.
Guide to Ethical Conduct
We have adopted the Tyco Guide to Ethical Conduct, which applies to all employees, officers and
directors of Tyco. The Guide to Ethical Conduct meets the requirements of a ‘‘code of ethics’’ as
defined by Item 406 of Regulation S-K and applies to our Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer, as well as all other employees, as indicated above. The Guide to
Ethical Conduct also meets the requirements of a code of business conduct and ethics under the listing
standards of the New York Stock Exchange (‘‘NYSE’’). The Guide to Ethical Conduct is posted on our
website at www.tyco.com under the heading ‘‘Our Commitment—Governance.’’ We will also provide a
copy of the Guide to Ethical Conduct to shareholders upon request. We intend to disclose any
amendments to the Guide to Ethical Conduct, as well as any waivers for executive officers or directors,
on our website.
Communications with the Board of Directors
The Board has established a process for shareholders to communicate with members of the Board,
including the Lead Director. If you have any concern, question or complaint regarding our compliance
with any policy or law, or would otherwise like to contact the Board, you can reach the Tyco Board of
Directors via email at [email protected]. A direct link to this email address can be found on our
website at www.tyco.com under the headings ‘‘Our Commitment—Governance—Contact Tyco Board.’’
Inquiries can be submitted anonymously and confidentially.
All inquiries are received and reviewed by the Corporate Ombudsman, who prepares a report for
the Board summarizing all items received that become cases requiring investigation. The Corporate
Ombudsman then directs cases most properly addressed by other departments, such as customer service
or accounts payable, to those departments and follows up with the assigned case owner to ensure that
the cases are responded to in a timely manner. Any inquiry that presents a matter relevant to
accounting, audit or internal controls, or similar issues, is presented in greater detail in the report to
the Board, along with the status of any actions taken to address the issue. The Board or, in the case of
accounting, audit or internal controls matters, the Audit Committee, then has the opportunity to discuss
these inquiries, internally and with the Corporate Ombudsman, and directs any additional action it
determines is necessary or appropriate. All matters remain on the Board report until they have been
resolved.
2006 Proxy Statement 9