ADT 2009 Annual Report Download - page 46

• do not work for, nor does any immediate family member work for, consult with, or otherwise
provide services to, another publicly traded company on whose Board of Directors the Tyco
Chief Executive Officer or other member of senior management serves;
• do not serve as, nor does any immediate family member serve as, an executive officer of any
entity with respect to which the Company’s annual sales to, or purchases from, exceed one
percent of either entity’s annual revenues for the prior fiscal year;
• do not serve, nor does any immediate family member serve, on either the board of directors or
the compensation committee of any corporation that employs either a nominee for Director or a
member of the immediate family of any nominee for Director; and
• do not serve, nor does any immediate family member serve, as a director, trustee, executive
officer or similar position of a charitable or non-profit organization with respect to which the
Company or its subsidiaries made charitable contributions or payments in excess of one percent
of such organization’s charitable receipts in the last fiscal year. In addition, a Director is not
independent if he or she serves as a director, trustee, executive officer or similar position of a
charitable organization if Tyco made payments to such charitable organization in an amount that
exceeds one percent of Tyco’s total annual charitable contributions made during the last fiscal
year.
The Board has determined that all of the Director nominees, with the exception of the Chief
Executive Officer, meet these standards and are therefore independent of the Company. The
independent Director nominees are Timothy M. Donahue, Brian Duperreault, Bruce S. Gordon, Rajiv
L. Gupta, John A. Krol, Brendan R. O’Neill, William S. Stavropoulos, Sandra S. Wijnberg, David Yost
and Michael Daniels.
Director Service
Directors are elected by an affirmative vote of a majority of the votes cast by shareholders at the
Annual General Meeting of shareholders and they serve for one-year terms. Each Director must tender
his or her resignation from the Board at the annual general meeting of shareholders following his or
her 72nd birthday. The Board may, in its discretion, waive this limit in special circumstances, as it has
done this year with respect to Mr. Krol, whom the Nominating and Governance Committee has
nominated to serve an additional term in light of his extensive experience and knowledge as lead
Director from 2002 through 2007. Any nominee for Director who does not receive a majority of votes
cast from the shareholders is not elected to the Board.
The Nominating and Governance Committee is responsible for the review of all Directors, and
where necessary will take action to recommend to shareholders the removal of a Director for
performance, which requires the affirmative vote of a majority of the votes present (in person or by
proxy) at a duly called shareholder meeting.
Directors are expected to inform the Nominating and Governance Committee of any significant
change in their employment or professional responsibilities and are required to offer their resignation
to the Board in the event of such a change. This allows for discussion with the Nominating and
Governance Committee to determine if it is in the mutual interest of both parties for the Director to
continue on the Board.
The guideline is for committee chairs and the lead Director to:
• serve in their respective roles five years, and
• to rotate at the time of the Annual General Meeting following the completion of their fifth year
of service.
26 2010 Proxy Statement