ADT 2008 Annual Report Download - page 39

• a history of achievement that reflects superior standards for themselves and others;
• loyalty and commitment to driving the success of the Company;
• an ability to take tough positions while at the same time working as a team player; and
• individual backgrounds that provide a portfolio of experience and knowledge commensurate with
the Company’s needs.
The Company also strives to have all non- employee Directors be independent. In addition to
having such Directors meet the NYSE definition of independence, the Board has set its own more
rigorous standard of independence. The Committee must also ensure that the members of the Board as
a group maintain the requisite qualifications under NYSE listing standards for populating the Audit,
Compensation and Nominating and Governance Committees. In addition, the Committee ensures that
each member of the Compensation and Human Resources Committee 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. In November 2005, the Board governance principles
were amended to limit the number of other public company boards of directors on which a Director
can serve to no more than two for Directors who are employed as chief executive officer of a publicly
traded company, no more than three for Directors who are otherwise fully employed and no more than
five for Directors who are not fully employed. A 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 current registered address: 90 Pitts Bay Road, Pembroke HM 08,
Bermuda. If the proposals regarding Tyco’s change of domicile to Switzerland are approved by
shareholders at the Special General Meeting scheduled to occur immediately after the Annual General
Meeting, Tyco’s registered address would become: Freier Platz 10, 8200 Schaffhausen, Switzerland. In
any event, 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 2010 Annual General Meeting of Shareholders, shareholder
recommendations for Director must be received by Tyco’s Secretary no later than September 23, 2009.
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
22 2009 Proxy Statement