ADT 2009 Annual Report Download - page 51

corporate governance. In addition, the Nominating and Governance Committee oversees our
environmental, health and safety management system. The Nominating and Governance 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 Nominating
and Governance Committee held seven meetings during fiscal 2009, including one joint meeting with
another Board committee. The members of the Nominating and Governance Committee are
Ms. Wijnberg and Messrs. Krol, Gordon and Duperreault, each of whom is independent under NYSE
listing standards.
Compensation and Human Resources Committee. The Compensation Committee reviews and
approves compensation and benefits policies and objectives, determines whether Tyco’s officers,
Directors and employees are compensated according to these objectives, and carries out certain of the
Board’s responsibilities relating to the compensation of Tyco’s executives. The Compensation
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
Compensation Committee held ten meetings during fiscal 2009, including one joint meeting with
another board committee. During 2009, the members of the Compensation Committee were Admiral
Blair and Messrs. Donahue, Gupta and Yost. Mr. Gupta is the chair of the Compensation Committee.
In January of 2009, Admiral Blair resigned from the Board to become the U.S. Director of National
Intelligence, and he was replaced by Mr. Yost upon his election to the Board in March 2009. The
Board of Directors has determined that each of the members of the Compensation Committee is
independent under NYSE listing standards. In addition, each member is a ‘‘Non-Employee’’ Director as
defined in the Securities Exchange Act of 1934 and is an ‘‘outside director’’ as defined in
section 162(m) of the Internal Revenue Code. For more information regarding the Compensation
Committee’s roles and responsibilities, see the Compensation Discussion and Analysis.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee during fiscal 2009 or as of the date of this
proxy statement is or has been an officer or employee of the Company and no executive officer of the
Company served on the compensation committee or board of any company that employed any member
of the Company’s Compensation Committee or Board of Directors.
Nomination of Directors
The Nominating and Governance Committee, in accordance with the Board’s governance
principles, seeks to create a Board that as a whole is strong in its collective knowledge and has a
diversity of skills and experience with respect to vision and strategy, management and leadership,
business operations, business judgment, crisis management, risk assessment, industry knowledge,
accounting and finance, corporate governance and global markets. When the Committee reviews a
potential new candidate, the Committee looks specifically at the candidate’s qualifications in light of
the needs of the Board and the Company at that time, given the then-current mix of Director
attributes.
General criteria for the nomination of Director candidates include:
• the highest ethical standards and integrity;
• a willingness to act on and be accountable for Board decisions;
• an ability to provide wise, informed and thoughtful counsel to top management on a range of
issues;
• a history of achievement that reflects superior standards for themselves and others;
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