ADT 2010 Annual Report Download - page 45

corporate governance. In addition, the Nominating and Governance Committee oversees our
environmental, health and safety management system and enterprise risk assessment activities. 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 eight meetings during fiscal 2010,
including one joint meeting with the Compensation and Human Resources committee. The members of
the Nominating and Governance Committee in fiscal 2010 were Messrs. Krol, Gordon and Duperreault,
each of whom is independent under NYSE listing standards. Ms. Wijnberg was also a member of the
Committee until March 2010. In addition to being lead Director, Mr. Gordon also chairs this
committee.
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 nine meetings during fiscal 2010, including one joint meeting with the
Nominating and Governance Committee. During 2010, the members of the Compensation Committee
were Ms. Wijnberg and Messrs. Donahue, Gupta and Yost. Mr. Gupta is the chair of the Compensation
Committee. 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 2010 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 and Board Diversity
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. The Tyco Board does not have a
specific policy regarding diversity. Instead, the Nominating and Governance Committee considers the
Board’s overall composition when considering a potential new candidate, including whether the Board
has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints
and backgrounds in light of the Company’s current and expected future needs. In addition, the
Nominating and Governance Committee believes that it is desirable for new candidates to contribute to
a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and
personal backgrounds and experiences.
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;
2011 Proxy Statement 37