ADT 2007 Annual Report Download - page 36

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the 2008 Annual General Meeting a slate of 11 nominees, consisting of
10 individuals who are currently serving on the Board and one new nominee. The nominees who are
currently serving on the Board are Ms. Wijnberg, Admiral Blair, Drs. O’Neill and Stavropoulos and
Messrs. Breen, Duperreault, Gordon, Gupta, Krol and York, and the new nominee is Timothy M.
Donahue. Biographical information regarding each of the 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 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 2009 Annual General
Meeting and until their successors, if any, are elected and qualified. Mr. McCall is retiring as of the
2008 Annual General Meeting, consistent with the Board’s policy. The Board wishes to thank
Mr. McCall for his significant contributions to Tyco during his five years of service on the Board.
Current Directors Nominated for Re-Election
Dennis C. Blair—Admiral Blair (U.S. Navy, Ret.), age 60, 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. Admiral Blair also serves as
a director of Iridium Satellite LLC.
Edward D. Breen—Mr. Breen, age 51, has been our Chairman and 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 and is a member of the Advisory Board of New Mountain
Capital LLC, a private equity firm.
Brian Duperreault—Mr. Duperreault, age 60, 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, from October 1994 to May 2007 and continues to serve as a director of ACE. He
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
American International Underwriters Inc. (‘‘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 Chairman of the Bank
of N.T. Butterfield & Son Limited, Chairman of the Centre on Philanthropy, Chairman of Bermuda
Institute of Ocean Sciences, Chairman of the International Insurance Society and Director of the
Bermuda Monetary Authority. He was also a member of the board of directors of The American
Institute for CPCU—Insurance Institute of America, a member of the Board of Trustees of Saint
16 2008 Proxy Statement