ADT 2005 Annual Report Download - page 34

COMMITTEES OF THE BOARD OF DIRECTORS
During the term for fiscal 2005, the Board met eight times. All of our directors attended over 75%
of the meetings of the Board and the committees on which they served in fiscal 2005. The Board’s
governance principles provide that Board members are expected to attend each annual general
meeting. At the 2005 Annual General Meeting, all of the current Board members were in attendance.
The Board maintains three standing committees: Audit, Compensation and Human Resources, and
Nominating and Governance. Assignments to, and chairs of, the committees are recommended by the
Nominating and Governance Committee and selected by the Board. All committees report on their
activities to the Board.
The independent directors of the Board, acting in executive session, elected Mr. Krol to serve as
the Lead Director and as Chair of the Nominating and Governance Committee. The Lead Director,
among other things, sets the Board agendas with Board and management input, facilitates
communication among directors, works with the Chief Executive Officer to ensure appropriate
information flow to the Board, and chairs an executive session of the independent directors at each
formal Board meeting.
Audit Committee. The Audit Committee monitors the integrity of Tyco’s financial statements, the
independence and qualifications of the independent auditors, the performance of Tyco’s internal
auditors as well as the independent auditors, Tyco’s compliance with legal and regulatory requirements
and the effectiveness of Tyco’s internal controls. The Audit Committee is also responsible for retaining
(subject to shareholder approval), evaluating, setting the remuneration of, and, if appropriate,
recommending the termination of Tyco’s independent auditors. The Audit Committee has been
established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.
The Audit Committee operates under a charter approved by the Board. The charter is posted on Tyco’s
website at www.tyco.com and is attached to this Proxy Statement as Appendix A. We will also provide a
copy of the charter to shareholders upon request. The Audit Committee held 15 meetings during fiscal
2005. The members of the Audit Committee are Messrs. Duperreault, Gordon and York and
Dr. O’Neill, each of whom is independent under NYSE listing standards for audit committee members.
Mr. York is the Chair of the Committee. The Board has determined that Messrs. Duperreault and York
and Dr. O’Neill are audit committee financial experts.
Compensation and Human Resources Committee. The Compensation and Human Resources
Committee reviews and approves compensation and benefits policies and objectives, determines
whether Tyco’s officers, directors and employees are compensated according to these objectives, and
carries out the Board’s responsibilities relating to the compensation of Tyco’s executives. The
Compensation and Human Resources Committee operates under a charter approved by the Board. The
charter is posted on Tyco’s website at www.tyco.com, and we will also provide a copy of the charter to
shareholders upon request. The Compensation and Human Resources Committee held nine meetings
during fiscal 2005. The members of the Compensation and Human Resources Committee during fiscal
2005 were Admiral Blair and Messrs. Buckley, Gupta and McDonald. On December 6, 2005,
Mr. Buckley notified the Company of his intention to resign from the Board and the Compensation
and Human Resources Committee effective on December 7, 2005. The current members of the
Compensation and Human Resources Committee are Admiral Blair and Messrs. Gupta and McDonald,
each of whom is independent under NYSE listing standards. Mr. McDonald is the Chair of the
Committee.
Nominating and Governance Committee. The Nominating and Governance Committee is
responsible for identifying individuals qualified to become Board members, recommending to the Board
the director nominees for the annual general meeting of shareholders, developing and recommending
to the Board a set of corporate governance principles, and playing a general leadership role in Tyco’s
16 2006 Proxy Statement