ADT 2008 Annual Report Download - page 38

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 Nominating
and Governance Committee held fourteen meetings during fiscal 2008 including three joint meetings
with another Board committee. The members of the Nominating and Governance Committee are
Ms. Wijnberg and Messrs. Krol, Gordon and Duperreault, each of whom is independent under NYSE
listing standards. Mr. Gordon replaced Mr. Krol as Lead Director and chair of the Nominating and
Governance Committee in March 2008
Compensation and Human Resources Committee. The Compensation Committee reviews and
approves compensation and benefits policies and objectives, determines whether Tyco’s officers,
Directors and employees are compensated according to these objectives, and carries out certain of the
Board’s responsibilities relating to the compensation of Tyco’s executives. The Compensation
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
Compensation Committee held fifteen meetings during fiscal 2008 including four joint meetings with
other board committees. During 2008, the members of the Compensation Committee were Admiral
Blair and Messrs. Duperreault, Donahue and Gupta. Mr. Gupta is the chair of the Compensation
Committee. In March of 2008, Mr. Duperreault resigned from the Committee to join the Nominating
and Governance Committee. Due to his nomination as the U.S. Director of National Intelligence,
Admiral Blair has not been nominated for re-election to the Board at the 2009 Annual General
Meeting. We expect that the Board will replace Admiral Blair on the Compensation Committee with
Mr. Yost if he is elected to the Board at the Annual General Meeting. The Board of Directors has
determined that each of the members of the Compensation Committee, including Mr. Yost, is
independent under NYSE listing standards. In addition, each member is a ‘‘Non-Employee’’ Director as
defined in the Securities Exchange Act of 1934 and is an ‘‘outside director’’ as defined in
section 162(m) of the Internal Revenue Code. For more information regarding the Compensation
Committee’s roles and responsibilities, see the discussion under the heading ‘‘Role of the
Compensation Committee’’ in the Compensation Discussion and Analysis.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee during fiscal 2008 or as of the date of this
proxy statement is or has been an officer or employee of the Company and no executive officer of the
Company served on the compensation committee or board of any company that employed any member
of the Company’s Compensation Committee or Board of Directors.
Nomination of Directors
The Nominating and Governance Committee, in accordance with the Board’s governance
principles, seeks to create a Board that as a whole is strong in its collective knowledge and has a
diversity of skills and experience with respect to accounting and finance, management and leadership,
vision and strategy, business operations, business judgment, crisis management, risk assessment, industry
knowledge, corporate governance and global markets. When the Committee reviews a potential new
candidate, the Committee looks specifically at the candidate’s qualifications in light of the needs of the
Board and the Company at that time, given the then-current mix of Director attributes.
General criteria for the nomination of Director candidates include:
• the highest ethical standards and integrity;
• a willingness to act on and be accountable for Board decisions;
• an ability to provide wise, informed and thoughtful counsel to top management on a range of
issues;
2009 Proxy Statement 21