ADT 2006 Annual Report Download - page 22

Charitable Contributions
Our governance principles require that the Board approve all charitable donations by Tyco to
organizations associated with a director. The amount of any such donation is limited to an amount that
is less than one percent of that organization’s annual charitable receipts and is less than one percent of
Tyco’s total annual charitable contributions. Any matching donation by Tyco to organizations associated
with a director is limited to an amount that is no greater than the amount contributed by the director
and is required to be made in a manner consistent with Tyco’s employee matching gift program.
Independence of Nominees for Director
The Board has determined that all of the nominees standing for election at the 2007 Annual
General Meeting, other than the Chief Executive Officer, are independent of the Company. All
nominees have no material relationship with the Company, either directly or as a partner, shareholder
or affiliate of an organization that has a relationship with the Company. The Board has made this
determination based on the following:
• Independent directors are: Dennis C. Blair; Brian Duperreault; Bruce S. Gordon; Rajiv L.
Gupta; John A. Krol; H. Carl McCall; Mackey J. McDonald; Brendan R. O’Neill,; Sandra S.
Wijnberg; and Jerome B. York;
• Other than Edward D. Breen, no nominee for director is a current or former officer or
employee of the Company or its subsidiaries or affiliates, who served in that capacity within the
last five years;
• Other than Mr. Breen, due solely to the fact that he is an employee of the Company, no
nominee for director has any current or prior material relationships with the Company aside
from his or her directorship that could affect his or her judgment;
• No nominee for director has an immediate family member who is an officer of the Company or
its subsidiaries or has any current or past material relationship with the Company;
• No nominee for director, other than Mr. Breen and Ms. Wijnberg, has worked for, consulted
with, been retained by, or received anything of substantial value from the Company aside from
his or her compensation as a director;
• 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 2006, 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
10 2007 Proxy Statement