ADT 2006 Annual Report Download - page 30

Nomination of Directors
As provided in its charter, the Nominating and Governance Committee will consider nominations
submitted by shareholders. The Nominating and Governance Committee, in accordance with the Board’s
governance principles, seeks to create a Board that is as a whole strong in its collective knowledge and has a
diversity of skills and experience with respect to accounting and finance, management and leadership, vision
and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge,
corporate governance and global markets. When the Committee reviews a potential new candidate, the
Committee looks specifically at the candidate’s qualifications in light of the needs of the Board and the
Company at that time, given the then-current mix of director attributes.
General criteria for the nomination of director candidates include:
• The highest ethical standards and integrity;
• A willingness to act on and be accountable for Board decisions;
• An ability to provide wise, informed and thoughtful counsel to top management on a range of
issues;
• A history of achievement that reflects superior standards for themselves and others;
• Loyalty and commitment to driving the success of the Company;
• An ability to take tough positions while at the same time working as a team player; and
• Individual backgrounds that provide a portfolio of experience and knowledge commensurate with
the Company’s needs.
The Company also strives to have all directors, other than the Chief Executive Officer, be independent.
In addition to having such directors meet the NYSE definition of independence, the Board has set its own
more vigorous standard of independence. The Committee must also ensure that the members of the Board as
a group maintain the requisite qualifications under NYSE listing standards for populating the Audit,
Compensation and Human Resources and Nominating and Governance Committees. In November 2005, the
Board governance principles were amended to limit the number of other public company boards of directors
on which a non-executive director can serve to no more than two for directors who are employed as CEO of
a publicly traded company, no more than three for directors who are otherwise fully employed and no more
than five for directors who are not fully employed. A director currently serving on boards in excess of these
limits may continue to serve, provided the Board determines that doing so would not impair the director’s
service on the Company’s Board. Directors must also resign from the Board at the annual general meeting of
shareholders following their 72nd birthday.
To recommend a nominee, a shareholder should write to Tyco’s Secretary at Tyco’s registered
address, 90 Pitts Bay Road, Pembroke HM 08, 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 2008 Annual General Meeting of Shareholders, shareholder
recommendations for director must be received by Tyco’s Secretary no later than September 26, 2007.
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
18 2007 Proxy Statement