ADT 2008 Annual Report Download - page 31

engaged in commercial transactions in the normal course of business with companies where the
Company’s Directors were employed and served as officers, none of these transaction exceeded 1% of
the Company’s gross revenues and these transactions are not considered to be related party
transactions.
Guide to Ethical Conduct
We have adopted the Tyco Guide to Ethical Conduct, which applies to all employees, officers, and
Directors of Tyco. The 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. The 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 (‘‘NYSE’’). The 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 the Guide to Ethical Conduct to shareholders upon request. We disclose any amendments to the
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. All matching contributions
made by the Company on behalf of a Director in fiscal 2008 are disclosed below under ‘‘Compensation
of Non-Employee Directors.’’
COMPENSATION OF NON-EMPLOYEE DIRECTORS
The fiscal year 2008 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. No such fees were
paid in fiscal 2008. A Director who is also an employee receives no additional remuneration for
services as a Director.
As a result of recent U.S. federal tax law changes, the equity component of our Director’s annual
remuneration has been proposed to be changed as part of the amendment to the 2004 Stock and
Incentive Plan described in Proposal No. 3. If the change is approved, Directors will be eligible to
14 2009 Proxy Statement