ADT 2009 Annual Report Download - page 48

Guide to Ethical Conduct
We have adopted the Tyco Guide to Ethical Conduct, which applies to all employees, officers, and
Directors of Tyco. The Guide to Ethical Conduct meets the requirements of a ‘‘code of ethics’’ as
defined by Item 406 of Regulation S-K and applies to our Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer, as well as all other employees. The Guide to Ethical Conduct
also meets the requirements of a code of business, conduct and ethics under the listing standards of the
New York Stock Exchange (‘‘NYSE’’). The Guide to Ethical Conduct is posted on our website at
www.tyco.com under the heading ‘‘Corporate Citizenship—Governance’’. We will also provide a copy of
the Guide to Ethical Conduct to shareholders upon request. We disclose any amendments to the Guide
to Ethical Conduct, as well as any waivers for executive officers or Directors on our website at
www.tyco.com under the heading ‘‘Corporate Citizenship—Governance.’’
Charitable Contributions
The Board understands that its members, or their immediate family members, serve as directors,
trustees, executives, advisors and in other capacities with a host of other organizations. If Tyco directs a
charitable donation to an organization in which a Tyco Director, or their immediate family member,
serves as a director, trustee, executive, advisor, or in other capacities with the organization, the Board
must approve the donation. Any such donation approved by the Board will be limited to an amount
that is less than one percent of that organization’s annual charitable receipts, and less than one percent
of Tyco’s total annual charitable contributions.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
Fiscal 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.
As a result of U.S. federal tax law changes, the equity component of Director’s annual
remuneration has changed for fiscal 2010. For fiscal 2010, Directors were granted restricted stock units
(‘‘RSUs’’) with one-year vesting terms in lieu of DSUs. For all Directors other than Mr. Yost, these
RSUs were granted on the first day of fiscal 2010 as the equity component of their fiscal 2010
28 2010 Proxy Statement