ADT 2006 Annual Report Download - page 139

PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning Directors and Executive Officers may be found under the captions
‘‘Proposal Number One—Election of Directors,’’ ‘‘—Committees of the Board of Directors,’’
‘‘—Nomination of Directors,’’ and ‘‘—Executive Officers’’ in our definitive proxy statement for our
2007 Annual General Meeting of Shareholders (the ‘‘2007 Proxy Statement’’), which will be filed with
the Commission within 120 days after the close of our fiscal year. Such information is incorporated
herein by reference. The information in the 2007 Proxy Statement set forth under the caption
‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ is incorporated herein by reference.
Information regarding shareholder communications with our Board of Directors may be found under
the caption ‘‘Communications with the Board of Directors’’ in our 2007 Proxy statement and is
incorporated herein by reference.
Code of Ethics
We have adopted the Tyco Guide to Ethical Conduct, which applies to all employees, officers and
directors of Tyco. Our 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. Our 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, Inc. Our 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 our Guide to Ethical Conduct to shareholders upon request. We intend to disclose any
amendments to our Guide to Ethical Conduct, as well as any waivers for executive officers or directors,
on our website.
Item 11. Executive Compensation
Information concerning executive compensation may be found under the captions ‘‘Executive
Officer Compensation,’’ ‘‘Compensation of Non-Employee Directors,’’ and ‘‘Compensation Committee
Interlocks and Insider Participation’’ of our 2007 Proxy Statement. Such information is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information in our 2007 Proxy Statement set forth under the captions ‘‘Executive Officer
Compensation—Equity Compensation Plan Information’’ and ‘‘Security Ownership of Certain
Beneficial Owners and Management’’ is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information in our 2007 Proxy Statement set forth under the caption ‘‘Certain Relationships
and Related Transactions’’ is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information in our 2007 Proxy Statement set forth under the captions ‘‘Proposal Number
Two—Re-Appointment of Independent Auditors and Authorization of the Audit Committee to Set
Their Remuneration,’’ ‘‘—Audit and Non-Audit Fees’’ and ‘‘—Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-Audit Services of the Independent Auditors’’ is incorporated herein by
reference.
2006 Financials 77