ADT 2007 Annual Report Download - page 178

PART III
Item 10. Directors, Executive Officers and Corporate Governance
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
2008 Annual General Meeting of Shareholders (the ‘‘2008 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 2008 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 2008 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. 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 ‘‘Corporate Responsibility—Governance.’’ We will also provide a copy
of our Guide to Ethical Conduct to shareholders upon request. We 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,’’ ‘‘Board Compensation and
Human Resources Report on Executive Compensation’’ and ‘‘Compensation Committee Interlocks and
Insider Participation’’ of our 2008 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 2008 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, and Director Independence
The information in our 2008 Proxy Statement set forth under the captions ‘‘Certain Relationships
and Related Transactions,’’ ‘‘Independence of Nominees for Director’’ and ‘‘Committees of the Board’’
is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information in our 2008 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.
86 2007 Financials