ADT 2008 Annual Report Download - page 37

COMMITTEES OF THE BOARD
The table below provides fiscal year 2008 membership and meeting information for each of the
Board Committees.
Nominating & Compensation & Date Elected
Name Audit Governance Human Resources to Board
Adm. Dennis C. Blair(1) ..................... X 03/06/2003
Mr. Timothy M. Donahue ................... X 03/13/2008
Mr. Brian Duperreault ...................... X 03/25/2004
Mr. Bruce S. Gordon (L)(C) ................. X 01/13/2003
Mr. Rajiv L. Gupta (C) ..................... X 03/10/2005
Mr. John A. Krol ......................... X 08/06/2002
Dr. Brendan R. O’Neill ..................... X 03/06/2003
Dr. William S. Stavropoulos .................. X 03/08/2007
Ms. Sandra S. Wijnberg ..................... X 03/06/2003
Mr. Jerome B. York (C) .................... X 11/11/2002
Number of Meetings During Fiscal Year 2008(2) . . . 12 14 15
(1) If elected, Mr. Yost is expected to replace Admiral Blair on the Compensation Committee.
(2) Includes joint committee meetings held during the fiscal year
(L) = Lead Director
(C) = Committee Chair
During fiscal 2008, the Board met nine times. All of our Directors attended over 75% of the
meetings of the Board and the committees on which they served in fiscal 2008. The Board’s governance
principles provide that Board members are expected to attend each annual general meeting. At the
2008 Annual General Meeting, all of the current Board members were in attendance.
Audit Committee. The Audit Committee monitors the integrity of Tyco’s financial statements, the
independence and qualifications of the independent auditors, the performance of Tyco’s internal
auditors and independent auditors, Tyco’s compliance with legal and regulatory requirements and the
effectiveness of Tyco’s internal controls. The Audit Committee is also responsible for retaining, subject
to shareholder approval, evaluating, setting the remuneration of, and, if appropriate, recommending the
termination of Tyco’s independent auditors. The Audit Committee has been established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee
operates under a charter approved by the Board. The charter is posted on Tyco’s website at
www.tyco.com and we will provide a copy of the charter to shareholders upon request. The Audit
Committee held twelve meetings during fiscal 2008, including one joint meeting with another Board
committee. During 2008, the members of the Audit Committee were Messrs. Gordon and York and
Drs. O’Neill and Stavropoulos, each of whom is independent under NYSE listing standards and SEC
rules for audit committee members. Mr. York is the chair of the Audit Committee. The Board has
determined that each of Mr. York and Drs. Stavropoulos and O’Neill are audit committee financial
experts. In March 2008, Mr. Gordon resigned from the Audit Committee upon his appointment as
Lead Director and chair of the Nominating and Governance Committee.
Nominating and Governance Committee. The Nominating and Governance Committee is
responsible for identifying individuals qualified to become Board members, recommending to the Board
the Director nominees for the annual general meeting of shareholders, developing and recommending
to the Board a set of corporate governance principles, and playing a general leadership role in Tyco’s
corporate governance. In addition, the Nominating and Governance Committee oversees our
environmental, health and safety management system. The Nominating and Governance Committee
20 2009 Proxy Statement