ADT 2005 Annual Report Download - page 36

To recommend a nominee, a shareholder should write to Tyco’s Secretary at Tyco’s registered
address in Pembroke, Bermuda. Any such recommendation must include:
• the name and address of the candidate;
• a brief biographical description, including his or her occupation for at least the last five years,
and a statement of the qualifications of the candidate, taking into account the qualification
requirements set forth above; and
• the candidate’s signed consent to serve as a director if elected and to be named in the proxy
statement.
The recommendation must also include documentary evidence of ownership of Tyco common
shares if the shareholder is a beneficial owner, as well as the date the shares were acquired, as required
by the Company’s Amended and Restated Bye-Laws.
To be considered by the Nominating and Governance Committee for nomination and inclusion in
the Company’s proxy statement for the 2007 Annual General Meeting of Shareholders, shareholder
recommendations for director must be received by Tyco’s Secretary no later than September 26, 2006.
Once the Company receives the recommendation, the Company will deliver a questionnaire to the
candidate that requests additional information about the candidate’s independence, qualifications and
other information that would assist the Nominating and Governance Committee in evaluating the
candidate, as well as certain information that must be disclosed about the candidate in the Company’s
proxy statement, if nominated. Candidates must complete and return the questionnaire within the time
frame provided to be considered for nomination by the Committee.
The Nominating and Governance Committee currently employs a third party search firm to assist
the Committee in identifying candidates for director. The Committee also receives suggestions for
director candidates from Board members. All nominees for director are current members of the Board.
In evaluating candidates for director, the Committee uses the qualifications described above, and
evaluates shareholder candidates in the same manner as candidates from all other sources. Based on
the Nominating and Governance Committee’s evaluation of the current directors, each nominee was
recommended for re-election.
Executive Officers
In addition to Mr. Breen, Tyco’s Chief Executive Officer who also serves as Chairman of the
Board and whose biographical information is set forth above, the executive officers of Tyco are:
Christopher J. Coughlin—Mr. Coughlin, age 53, has been our Executive Vice President and Chief
Financial Officer since March 2005. Prior to joining Tyco, Mr. Coughlin served as Chief Operating
Officer at Interpublic Group. He joined Interpublic from Pharmacia Corporation, where he was Chief
Financial Officer for six years. Previously, he held the same position at Nabisco Holdings, where he
also served as President of Nabisco International, and at Sterling Winthrop, a pharmaceutical company.
Mr. Coughlin also serves as a director of The Dun & Bradstreet Corporation.
William B. Lytton—Mr. Lytton, age 57, has been our Executive Vice President and General
Counsel since September 2002. Prior to joining Tyco, Mr. Lytton was Senior Vice President and
General Counsel for International Paper Company from January 1999 to September 2002; and Vice
President and General Counsel for International Paper from 1996 to 1999.
Juergen W. Gromer—Dr. Gromer, age 61, has been President of Tyco Electronics since April 1999
and became the President and Vice Chair of Tyco Electronics in January 2006. Dr. Gromer was Senior
Vice President, Worldwide Sales and Service, of AMP Incorporated (acquired by Tyco in April 1999)
from 1998 to April 1999; President, Global Automotive Division, and Corporate Vice President of
18 2006 Proxy Statement