ADT 2009 Annual Report Download - page 45

Board Advisors
The Board and its committees (consistent with the provisions of their respective charters) may
retain their own advisors, at the expense of the Company, as they deem necessary in order to carry out
their responsibilities.
Board Evaluation
The Nominating and Governance Committee coordinates an annual evaluation process by the
Directors of the Board’s performance and procedures, as well as that of each committee. This
evaluation leads to a full Board discussion of the results. In connection with the evaluation process:
• the lead Director informally consults with each of the Directors;
• the qualifications and performance of all Board members are reviewed in connection with their
re-nomination to the Board;
• the Nominating and Governance Committee, the Audit Committee and the Compensation
Committee each conduct an annual self-evaluation of their performance and procedures,
including the adequacy of their charters.
Board Compensation and Stock Ownership
The Compensation Committee, in collaboration with the Nominating and Governance Committee,
periodically reviews the Directors’ compensation and recommends changes in the level and mix of
compensation to the full Board. See the Compensation Discussion and Analysis for a detailed
discussion of the Compensation Committee’s role in determining executive compensation.
To help align Board and shareholder interests, Directors are encouraged to own, at a minimum,
Tyco stock or stock units equal to three times their annual retainer within three years of joining the
Board. Once a Director satisfies the minimum stock ownership recommendation, the Director will
remain qualified, regardless of market fluctuations, under the guidelines as long as the Director does
not sell any stock. A majority of the Directors’ annual compensation is provided as equity, and all but
one of our current Directors hold the minimum amount of three times the annual retainer. Mr. Yost
joined the Board in 2009 and is expected to reach the required stock ownership level on or before the
2011 Annual General Meeting of shareholders. Mr. Breen receives no additional compensation for
service as a Director.
Director Independence
To maintain its objective oversight of management, the Board consists of a substantial majority of
independent Directors. Directors meet stringent definitions of independence and for those Directors
that meet this definition, the Board will make an affirmative determination that a Director is
independent. Independent Directors:
• are not former officers or employees of the Company or its subsidiaries or affiliates, nor have
they served in that capacity within the last five years;
• have no current or prior material relationships with Tyco aside from their Directorship that
could affect their judgment;
• have not worked for, nor have any immediate family members worked for, been retained by, or
received anything of substantial value from the Company aside from his or her compensation as
a Director;
• have no immediate family member who is an officer of the Company or its subsidiaries or who
has any current or past material relationship with the Company;
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