ADT 2009 Annual Report Download - page 50

COMMITTEES OF THE BOARD
The table below provides fiscal year 2009 membership and meeting information for each of the
Board Committees.
Nominating & Compensation & Date Elected
Name Audit Governance Human Resources to Board
Adm. Dennis C. Blair(1) ..................... X 03/06/2003
Mr. Timothy M. Donahue ................... X 03/13/2008
Mr. Brian Duperreault ...................... X 03/25/2004
Mr. Bruce S. Gordon (L)(C) ................. X 01/13/2003
Mr. Rajiv L. Gupta (C) ..................... X 03/10/2005
Mr. John A. Krol ......................... X 08/06/2002
Dr. Brendan R. O’Neill ..................... X 03/06/2003
Dr. William S. Stavropoulos .................. X 03/08/2007
Ms. Sandra S. Wijnberg ..................... X 03/06/2003
Mr. Jerome B. York (C) .................... X 11/11/2002
Mr. R. David Yost ......................... X 03/12/2009
Number of Meetings During Fiscal Year 2009(2) ... 11 7 10
(1) Admiral Blair resigned from the Board on January 30, 2009 to take a cabinet position in President
Barack Obama’s administration.
(2) Includes joint committee meetings held during the fiscal year
(L) = Lead Director
(C) = Committee Chair
During fiscal 2009, the Board met ten times. All of our Directors attended over 75% of the
meetings of the Board and the committees on which they served in fiscal 2009. The Board’s governance
principles provide that Board members are expected to attend each Annual General Meeting. At the
2009 Annual General Meeting, all of the current Board members were in attendance.
Audit Committee. The Audit Committee monitors the integrity of Tyco’s financial statements, the
independence and qualifications of the independent auditors, the performance of Tyco’s internal
auditors and independent auditors, Tyco’s compliance with legal and regulatory requirements and the
effectiveness of Tyco’s internal controls. The Audit Committee is also responsible for retaining, subject
to shareholder approval, evaluating, setting the remuneration of, and, if appropriate, recommending the
termination of Tyco’s auditors. The Audit Committee has been established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee
operates under a charter approved by the Board. The charter is posted on Tyco’s website at
www.tyco.com and we will provide a copy of the charter to shareholders upon request. The Audit
Committee held eleven meetings during fiscal 2009, including one joint meeting with another Board
committee. During 2009, the members of the Audit Committee were Mr. York and Drs. O’Neill and
Stavropoulos, each of whom is independent under NYSE listing standards and SEC rules for audit
committee members. Mr. York is the chair of the Audit Committee. The Board has determined that
each of Mr. York and Drs. Stavropoulos and O’Neill are audit committee financial experts. Upon
Mr. York’s retirement from the Board at the 2010 Annual General Meeting, we expect the Board to
appoint Mr. Daniels as an additional Audit Committee member if elected to the Board.
Nominating and Governance Committee. The Nominating and Governance Committee is
responsible for identifying individuals qualified to become Board members, recommending to the Board
the Director nominees for the Annual General Meeting of shareholders, developing and recommending
to the Board a set of corporate governance principles, and playing a general leadership role in Tyco’s
30 2010 Proxy Statement