ADT 2006 Annual Report Download - page 23

Ethical Conduct also meets the requirements of a code of business conduct and ethics under the listing
standards of the New York Stock Exchange (‘‘NYSE’’). The 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 the Guide to Ethical Conduct to shareholders upon request. We disclose any amendments to
the Guide to Ethical Conduct, as well as any waivers for executive officers or directors, on Form 8-K
and on our website at www.tyco.com under the heading ‘‘Our Commitment—Governance—Governance
Changes.’’
Communications with the Board of Directors
The Board has established a process for shareholders to communicate with members of the Board,
including the Lead Director and all non-management directors as a group. If you have any concern,
question or complaint regarding our compliance with any policy or law, or would otherwise like to
contact the Board, you can reach the Board via email at [email protected]. A direct link to this email
address can be found on our website at www.tyco.com under the headings ‘‘Our Commitment—
Governance—Contact Tyco Board.’’ Inquiries can be submitted anonymously and confidentially.
All inquiries are received and reviewed by the Corporate Ombudsman, who prepares a report for
the Board summarizing all items received that become cases requiring investigation. The Corporate
Ombudsman then directs cases most properly addressed by other departments, such as customer service
or accounts payable, to those departments and follows up with the assigned case owner to ensure that
the cases are addressed in a timely manner. Any inquiry that presents a matter relevant to accounting,
audit or internal controls, or similar issues, is presented in greater detail in the report to the Board,
along with the status of any actions taken to address the matter. The Board or, in the case of
accounting, audit or internal controls matters, the Audit Committee, then has the opportunity to discuss
these inquiries, internally and with the Corporate Ombudsman, and directs any additional action it
determines is necessary or appropriate. All matters remain on the Board report until they have been
resolved.
In connection with the 2004 Annual General Meeting, the Board recommended that shareholders
vote for a shareholder proposal on environmental reporting. The proposal, which was approved by
shareholders, requested that the Company report by October 31, 2005 on the following items: a
description of the Company’s environmental management system; an analysis of the Company’s toxic
releases from major facilities; and plans for reduction of toxins (particularly toxins that are persistent or
bioaccumulative). In response, the Company prepared and published the Tyco Environmental, Health
and Safety 2005 Report, as approved by the Board in September 2005. The Company has more recently
published a 2006 version of the Environmental, Health and Safety Report. These reports are available
to the public on the Company’s website at www.tyco.com under the heading ‘‘Our Commitment—
Environment, Health & Safety.’’
Shareholder Rights
On March 24, 2004, shareholders approved the adoption of the Amended and Restated Bye-laws
of Tyco which provided additional shareholder protections, adopted standards closer to those provided
under the General Corporation Law of Delaware, and aligned provisions with prevailing public
company practice. As part of these Bye-laws, shareholders approved a Bye-law provision that requires
the Board of Directors to obtain the affirmative vote of at least 662⁄3% of the shareholders entitled to
vote on the relevant record date in order to adopt a shareholder rights plan. As of the date of this
proxy, the Company does not have a shareholder rights plan, commonly referred to as a ‘‘poison pill.’’
Furthermore, the Bye-laws allow that any action required or permitted to be taken at an annual or
special general meeting of the Company may be taken without a meeting and without prior notice, if a
resolution in writing setting forth the action is signed by or on behalf of all the shareholders of the
Company.
Policy on Director/Executive Officer Loans
In accordance with the Sarbanes-Oxley Act and Company policy, the Company does not directly or
indirectly, including through any subsidiary, extend or maintain credit, arrange for the extension of
credit, or renew an extension of credit, in the form of a personal loan, for any director or executive
officer or equivalent thereof.
2007 Proxy Statement 11