ADT 2005 Annual Report Download - page 31

PROPOSAL NUMBER ONE—SETTING OF MAXIMUM NUMBER OF DIRECTORS; ELECTION
OF DIRECTORS AND AUTHORIZATION TO FILL VACANCY
Proposal Number One consists of three sub-parts. First, pursuant to Section 91 of the Companies
Act 1981 of Bermuda, the Board is proposing that the shareholders set the maximum number of
directors at 12.
Second, upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the 2006 Annual General Meeting a slate of 11 nominees, all of whom are
currently serving on the Board. The nominees are Ms. Wijnberg, Admiral Blair, Dr. O’Neill and
Messrs. Breen, Duperreault, Gordon, Gupta, Krol, McCall, McDonald and York. Biographical
information regarding each of the 11 nominees is set forth below. The election of directors will take
place at the Annual General Meeting. Election of each director requires the affirmative vote of a
majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy. Shareholders are entitled to one vote per share for each of the 11 directors to
be elected. Tyco is not aware of any reason why any of the nominees will not be able to serve if
elected. Each of the directors elected will serve until the 2007 Annual General Meeting and until their
successors, if any, are elected and qualified.
On December 6, 2005, George W. Buckley, a member of the Company’s Board since
December 2002, notified the Company of his intention to resign from the Board and the Compensation
and Human Resources Committee effective on December 7, 2005. Mr. Buckley resigned his seat on the
Board of Directors in connection with his appointment as Chairman of the Board, Chief Executive
Officer and President of 3M Company. As a result of Mr. Buckley’s resignation from the Board in
December 2005, there is currently one vacancy on the Board, which will lapse at the 2006 Annual
General Meeting. The Nominating and Governance Committee is seeking an appropriate candidate to
fill the vacant seat, but the Board is not in a position to propose a nominee for election at this time.
Accordingly, as the third part of Proposal Number One, the Board is seeking authorization from the
shareholders to appoint an additional director to fill the vacancy proposed to be created on the Board
as a result of setting the maximum number of directors at 12, as and when the Board deems it
appropriate.
Current Directors Nominated for Re-Election
Dennis C. Blair—Admiral Blair (U.S. Navy, Ret.), age 58, joined our Board in March 2003.
Admiral Blair is President and Chief Executive Officer of The Institute for Defense Analyses, a
federally-funded research and development center. Admiral Blair retired as Commander in Chief of the
U.S. Pacific Command in 2002 after more than 30 years of service in the armed forces. Previously, as
Vice Admiral, Admiral Blair was Director of the Joint Staff and Associate Director of Central
Intelligence for Military Support. Admiral Blair graduated from the U.S. Naval Academy and holds a
Master’s degree from Oxford University. Admiral Blair also serves as a director of EDO Corporation, a
defense contractor.
Edward D. Breen—Mr. Breen, age 49, has been our Chairman and Chief Executive Officer since
July 2002. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola
from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector
from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband
Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive
Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to
December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen also serves
as a director of McLeod USA Incorporated and Comcast Corporation.
Brian Duperreault—Mr. Duperreault, age 58, joined our Board in March 2004. Mr. Duperreault
has served as Chairman of ACE Limited, an international provider of a broad range of insurance and
2006 Proxy Statement 13