ADT 2007 Annual Report Download - page 41

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. All
of our Directors meet the board service criteria.
As provided in its charter, the Nominating and Governance committee will consider Director
candidates recommended by shareholders. To recommend a Director candidate, 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;
• the candidate’s signed consent to serve as a Director if elected and to be named in the proxy
statement; and
• evidence of share ownership.
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 2009 Annual General Meeting of Shareholders, shareholder
recommendations for Director must be received by Tyco’s Secretary no later than September 27, 2008.
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
other information that would assist the Nominating and Governance Committee in evaluating the
candidate, as well as certain information that must be disclosed about the candidate in the Company’s
proxy statement, if nominated. Candidates must complete and return the questionnaire within the time
frame provided to be considered for nomination by the Nominating and Governance Committee. No
candidates were recommended by shareholders in connection with the 2008 Annual General Meeting.
The Nominating and Governance Committee currently employs a third party search firm to assist
the Committee in identifying candidates for Director. The Committee also receives suggestions for
Director candidates from Board members. Ten of our nominees for Director are current members of
the Board. In evaluating candidates for Director, the Committee uses the qualifications described
above, and evaluates shareholder candidates in the same manner as candidates from all other sources.
Based on the Nominating and Governance Committee’s evaluation of the current Directors, each
nominee was recommended for election.
Executive Officers
In addition to Mr. Breen, Tyco’s Chief Executive Officer who also serves as Chairman of the
Board and whose biographical information is set forth above, the executive officers of Tyco are:
Christopher J. Coughlin—Mr. Coughlin, age 55, has been our Executive Vice President and Chief
Financial Officer since March 2005. Prior to joining Tyco, Mr. Coughlin served as Chief Operating
Officer at Interpublic Group. He joined Interpublic from Pharmacia Corporation, where he was Chief
Financial Officer for six years. Mr. Coughlin also serves as a director of The Dun & Bradstreet
Corporation and Covidien Ltd.
Naren K. Gursahaney—Mr. Gursahaney, age 46, has been President of ADT Worldwide since
May 2007. Mr. Gursahaney joined Tyco in 2003 as Senior Vice President of Operational Excellence and
became the President of Tyco Flow Control in January 2005 and President of the Tyco Engineered
Products and Services segment in January 2006. Prior to joining Tyco, Mr. Gursahaney was the
2008 Proxy Statement 21