ADT 2010 Annual Report Download - page 44

COMMITTEES OF THE BOARD
The table below provides fiscal year 2010 membership and meeting information for each of the
Board Committees.
Nominating & Compensation & Date Elected
Name Audit Governance Human Resources to Board
Mr. Michael E. Daniels ..................... X 03/10/2010
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 (C) .................. X 03/06/2003
Dr. William S. Stavropoulos .................. X 03/08/2007
Ms. Sandra S. Wijnberg(1) ................... X 03/06/2003
Mr. R. David Yost ......................... X 03/12/2009
Number of Meetings During Fiscal Year 2010(2) ... 10 8 9
(1) Ms. Wijnberg’s committee assignment changed from the Nominating & Governance Committee to
the Compensation Committee in March 2010.
(2) Includes joint committee meetings held during the fiscal year
(L) = Lead Director
(C) = Committee Chair
During fiscal 2010, the full Board met nine times. All of our Directors attended over 75% of the
meetings of the Board and the committees on which they served in fiscal 2010, with the exception of
Mr. Stavropoulos, who attended 74% of such meetings. Mr. Stavropoulos would have met the 75%
threshold but for his attendance at a funeral that coincided with the Annual General Meeting. The
Board’s governance principles provide that Board members are expected to attend each Annual
General Meeting. At the 2010 Annual General Meeting, all of the current Board members were in
attendance except Mr. Stavropoulos.
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 ten meetings during fiscal 2010. During 2010, the members of the Audit Committee
were Mr. Daniels and Drs. O’Neill and Stavropoulos, each of whom is independent under NYSE listing
standards and SEC rules for audit committee members. Dr. O’Neill is the chair of the Audit
Committee. The Board has determined that each of Drs. Stavropoulos and O’Neill are audit committee
financial experts.
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
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