ADT 2010 Annual Report Download - page 37

Directors receive the agenda and materials for regularly scheduled meetings in advance. Best
efforts are made to make materials available as soon as one week in advance, but no later than three
days in advance. When practical, the same applies to special meetings of the Board. Directors may ask
for additional information from, or meetings with, senior managers at any time.
Strategic planning and succession planning sessions are held annually at a regular Board meeting.
The succession planning meeting focuses on the development and succession of not only the chief
executive but also the other senior executives.
The Board’s intent is for Directors to attend all regularly scheduled Board and committee
meetings. Directors are expected to use their best efforts to attend regularly scheduled Board and
committee meetings in person. All independent Board members are welcome to attend any committee
meeting.
Board and Committee Calendars
A calendar of regular agenda items for the regularly scheduled Board meetings and all regularly
scheduled committee meetings is prepared annually by the Chairman of the Board / Chief Executive
Officer in consultation with the lead Director, committee chairs, and all interested Directors.
Board Communication
Management speaks on behalf of the Company, and the Board normally communicates through
management with outside parties, including Tyco shareholders, business journalists, analysts, rating
agencies and government regulators. The Board has established a process for interested parties to
communicate with members of the Board, including the lead Director. If you have any concern,
question or complaint regarding our compliance with any policy or law, or would otherwise like to
contact the Board, you can reach the Tyco Board of Directors via email at [email protected].
Shareholders, customers, vendors, suppliers and employees can also raise concerns at
https://www.vitaltycoconcerns.com. Inquiries can be submitted anonymously and confidentially.
All inquiries are received and reviewed by the Corporate Ombudsman, who has a direct reporting
relationship to the Audit Committee chair. A report summarizing all items received resulting in cases is
prepared for the Board. The Corporate Ombudsman directs cases to the applicable department (such
as customer service, human resources or in the case of accounting or control issues, forensic audit) and
follows up with the assigned case owner to ensure that the cases are responded to in a timely manner.
The Board also reviews non-trivial shareholder communications received by management through the
Corporate Secretary’s Office or Investor Relations.
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;
2011 Proxy Statement 29