ADT 2006 Annual Report Download - page 26

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the 2007 Annual General Meeting a slate of 11 nominees, 10 of whom are
currently serving on the Board. The nominees are Ms. Wijnberg, Admiral Blair, Dr. O’Neill and
Messrs. Breen, Duperreault, Gordon, Gupta, Krol, McCall, Stavropoulos and York. Biographical
information regarding each of the 11 nominees is set forth below. The election of directors will take
place at the Annual General Meeting. Election of each director requires the affirmative vote of a
majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy. Shareholders are entitled to one vote per share for each of the 11 directors to
be elected. Tyco is not aware of any reason why any of the nominees will not be able to serve if
elected. Each of the directors elected will serve until the 2008 Annual General Meeting and until their
successors, if any, are elected and qualified.
Current Directors Nominated for Re-Election
Dennis C. Blair—Admiral Blair (U.S. Navy, Ret.), age 59, joined our Board in March 2003. From
November 2003 to September 2006, Admiral Blair was President and Chief Executive Officer of The
Institute for Defense Analyses, a federally-funded research and development center. Admiral Blair
retired as Commander in Chief of the U.S. Pacific Command in 2002 after more than 30 years of
service in the armed forces. Previously, as Vice Admiral, Admiral Blair was Director of the Joint Staff
and Associate Director of Central Intelligence for Military Support. Admiral Blair graduated from the
U.S. Naval Academy and holds a Master’s degree from Oxford University.
Edward D. Breen—Mr. Breen, age 50, has been our Chairman/Chief Executive Officer since
July 2002. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola
from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector
from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband
Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive
Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to
December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen also serves
as a director of Comcast Corporation.
Brian Duperreault—Mr. Duperreault, age 59, joined our Board in March 2004. Mr. Duperreault
has served as Chairman of ACE Limited, an international provider of a broad range of insurance and
reinsurance products, since October 1994. He also served as Chief Executive Officer of ACE Limited
from October 1994 through May 2004, and as its President from October 1994 through November 1999.
Prior to joining ACE, Mr. Duperreault had been employed with American Insurance Group (‘‘AIG’’)
since 1973 and served in various senior executive positions with AIG and its affiliates from 1978 until
September 1994, most recently as Executive Vice President, Foreign General Insurance and,
concurrently, as Chairman and Chief Executive Officer of AIU Insurance (‘‘AIU’’) from April 1994 to
September 1994. Mr. Duperreault was President of AIU from 1991 to April 1994, and Chief Executive
Officer of AIG affiliates in Japan and Korea from 1989 until 1991. Mr. Duperreault serves as a
member of the board of directors of The American Institute for CPCU—Insurance Institute of
America, a member of the Boards of Trustees of Saint Joseph’s University, King Edward VII Hospital
Trust and the Board of Overseers of the School of Risk Management of St. John’s University, a
director of the Bank of N.T. Butterfield & Son Limited, Chairman of the Centre on Philanthropy, and
Chairman of Bermuda Institute of Ocean Sciences, Chairman of the International Insurance Society
and Director of the Bermuda Monetary Authority.
Bruce S. Gordon—Mr. Gordon, age 60, joined our Board in January 2003. In August 2005,
Mr. Gordon became President and Chief Executive Officer of the NAACP. Until his retirement in
December 2003, Mr. Gordon was the President of Retail Markets at Verizon Communications, Inc., a
14 2007 Proxy Statement