ADT 2009 Annual Report Download - page 279

TYCO INTERNATIONAL LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 25, 2009
(Continued)
7. EXPENSES
Total personnel expenses and amortization expense related to tangible property amounted to
CHF 180,620 and CHF 79,328, respectively, for the period from March 12, 2009, to September 25,
2009.
8. RISK ASSESSMENT AND MANAGEMENT
Enterprise Risk Management is performed by corporate management on a regular basis.
Organizational and process measures have been designed to identify and mitigate risks at an early
stage. The Board of Director’s Nominating and Governance Committee oversees the Company’s risk
management process, and, as part of the process, members of the Board of Directors perform site visits
of Company operations. The Lead Director of the Board of Directors and corporate management
determine the appropriate operation site and timing of the enterprise risk assessment. Organizationally,
the responsibility for risk assessment and management for business operations is allocated to the
business segments, with specialized corporate functions such as financial reporting and accounting,
treasury, and environmental, health and safety providing support to the business segments.
9. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR
2009
a) Basis of presentation
The following information sets forth the compensation for the year ended September 25, 2009, of
the members of Board of Directors (the Board) of the Company and Group Executives for all of
the functions that they have performed for the Company. Compensation is presented for the year
ended September 25, 2009, rather than for the period since Tyco became a Swiss company because
the full financial year presentation is more meaningful. Compensation of the Board is paid by Tyco
International Ltd. Compensation of the Group Executives is paid by Tyco International Ltd., and
the group entities where they are employed. Compensation is paid as a combination of both
U.S. Dollars and Swiss Francs though the following tables express all remuneration details in
U.S. Dollars ($). Further details of executive compensation can be found in the Executive
Compensation section of the Company’s 2009 proxy statement for the 2010 annual general
meeting.
b) Remuneration of the Non-Employee Directors
Fiscal year 2009 compensation 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 received an additional annual fee of $20,000
and the Chairs of the Compensation Committee and the Nominating and Governance Committee
each received 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 2009. A Director who is also an employee receives no additional
remuneration for services as a Director.
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