ADT 2008 Annual Report Download - page 186

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,’’ and
‘‘—Executive Officers’’ in our definitive proxy statement for our 2009 Annual General Meeting of
Shareholders (the ‘‘2009 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 2009 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 2009 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,’’ and ‘‘Governance of the
Company’’ of our 2009 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 2009 Proxy Statement set forth under the captions ‘‘Executive Officer
Compensation’’ 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 2009 Proxy Statement set forth under the captions ‘‘Governance of the
Company’’ and ‘‘Committees of the Board’’ is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information in our 2009 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.
2008 Financials 83