ADT 2007 Annual Report Download - page 34

Guide to Ethical Conduct, as well as any waivers for executive officers or Directors on our website at
www.tyco.com under the heading ‘‘Corporate Responsibility—Governance.’’
Charitable Contributions
The Board understands that its members, or their immediate family members, serve as directors,
trustees, executives, advisors and in other capacities with a host of other organizations. If Tyco directs a
charitable donation to an organization in which a Tyco Director, or their immediate family member,
serves as a director, trustee, executive, advisor, or in other capacities with the organization, the Board
must approve the donation. Any such donation approved by the Board will be limited to an amount
that is less than one percent of that organization’s annual charitable receipts, and less than one percent
of Tyco’s total annual charitable contributions. Furthermore, charitable donations by the Company to
organizations at the request of a Director are limited to matching donations in an amount no greater
than the amount contributed by the Director, and may not exceed the maximum amount of $10,000 per
calendar year permitted under Tyco’s employee matching gift program.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
The fiscal year 2007 compensation package for non-employee Directors consisted of an annual
retainer of $80,000 and deferred stock units (‘‘DSUs’’) with a value at grant of approximately $120,000.
The lead Director and the Chair of the Audit Committee receives an additional annual fee of $20,000
and the Chairs of the Compensation Committee and the Nominating and Governance Committee each
receives an additional annual fee of $15,000, in recognition of the responsibilities required in these
roles. In addition any member of a special committee of the Board receives meeting fees in an amount
up to $1,500 per day for each special committee meeting that he or she attends. A Director who is also
an employee receives no additional remuneration for services as a Director.
Non-Employee Director Compensation Table
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Adm. Dennis C. Blair ...................... $ 80,000 $120,013 $ 1,000 $201,013
Mr. Brian Duperreault ..................... $ 80,000 $120,013 — $200,013
Mr. Bruce S. Gordon ...................... $ 80,000 $120,013 — $200,013
Mr. Rajiv L. Gupta (CC) .................... $ 91,250 $120,013 $10,072 $221,335
Mr. John A. Krol (L)(NC) ................... $116,500 $120,013 $ — $236,513
Mr. H. Carl McCall ........................ $ 83,000 $120,013 $ 2,300 $205,313
Dr. Brendan R. O’Neill ..................... $ 80,000 $120,013 — $200,013
Dr. William S. Stavropoulos .................. $ 45,333 $ 67,410 — $112,743
Ms. Sandra S. Wijnberg ..................... $ 81,500 $120,013 $10,000 $211,513
Mr. Jerome B. York (AC) ................... $100,000 $120,013 $ 980 $220,993
Former Director:
Mr. Mackey J. McDonald(4) .................. $ 23,750 $120,013 $10,000 $153,763
(L)= Lead Director
(AC)= Audit Committee Chair
(CC)= Compensation Committee Chair
(NC)= Nominating and Governance Committee Chair
(1) Consists of meeting and committee chair fees, as described above. In addition to annual fees and
committee chair fees (in the case of Mr. Krol), each of Mr. Krol, Mr. McCall and Ms. Wijnberg
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