ADT 2007 Annual Report Download - page 30

Strategic planning and succession planning sessions are held annually at a regular Board meeting.
The succession-planning meeting focuses on the development and succession of not only the chief
executive but also the other senior executives.
The Board’s intent is for Directors to attend all regularly scheduled Board and committee
meetings. Directors are expected to attend regularly scheduled Board and committee meetings in
person. Telephonic participation is the exception. The decisions by the Board and its committees are
recorded in the minutes of their meetings, and copies of the minutes are forwarded promptly to all
Directors after each Board and committee meeting. All independent Board members are welcome to
attend any committee meeting.
Board and Committee Calendars
A calendar of regular agenda items for the six regularly scheduled Board meetings and all
regularly scheduled committee meetings is prepared annually by the Chairman of the Board / Chief
Executive Officer in consultation with the lead Director, committee chairs, and all interested Directors.
Board Communication
Management speaks on behalf of the Company, and the Board normally communicates through
management with outside parties, including Tyco shareholders, business journalists, equity analysts,
rating agencies and government regulators. The Board has established a process for shareholders to
communicate with members of the Board, including the lead Director. 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 Tyco Board of Directors via email at [email protected].
Shareholders, customers, vendors, suppliers and employees can also raise concerns at
https://www.vitaltycoconcerns.com. Inquiries can be submitted anonymously and confidentially.
All inquiries are received and reviewed by the Corporate Ombudsman, who has a direct reporting
relationship to the Audit Committee Chair of the Board of Directors. A report summarizing all items
received resulting in cases is prepared for the Board. The Corporate Ombudsman directs cases to the
applicable department (such as customer service, human resources or in the cases of accounting, audit
or internal controls-forensic audit) and follows up with the assigned case owner to ensure that the cases
are responded to in a timely manner.
Board Contact with Operations and Management
Members of the Board perform site visits of Company operations as part of its enterprise risk
management process. The lead Director and management determine the appropriate operation site and
timing of the enterprise risk assessment meeting. During 2007, members of the Board participated in
enterprise risk assessments at operational sites of Tyco Flow Control, Tyco Safety Products and Tyco
Electrical and Metal Products.
The Chairman of the Board / Chief Executive Officer arranges for senior managers to attend
Board meetings and meet informally with Directors before and after the meetings.
Board Advisors
The Board and its committees (consistent with the provisions of their respective charters) may
retain their own advisors, at the expense of the Company, as they determine necessary to carry out
their responsibilities.
10 2008 Proxy Statement