ADT 2010 Annual Report Download - page 46

• 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;
• loyalty and commitment to driving the success of the Company;
• an ability to take tough positions while at the same time working as a team player; and
• individual backgrounds that provide a portfolio of experience and knowledge commensurate with
the Company’s needs.
The Company also strives to have all non- employee Directors be independent. In addition to
having such Directors meet the NYSE definition of independence, the Board has set its own more
rigorous standard of independence. The Committee must also ensure that the members of the Board as
a group maintain the requisite qualifications under NYSE listing standards for populating the Audit,
Compensation and Nominating and Governance Committees. In addition, the Committee ensures that
each member of the Compensation and Human Resources Committee 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.
As provided in its charter, the Nominating and Governance committee will consider Director
candidates recommended by shareholders. To recommend a Director candidate, a shareholder should
write to Tyco’s Secretary at Tyco’s current registered address: Freier Platz 10, CH-8200 Schaffhausen,
Switzerland. In any event, any such recommendation must include:
• the name and address of the candidate;
• a brief biographical description, including his or her occupation for at least the last five years,
and a statement of the qualifications of the candidate, taking into account the qualification
requirements set forth above;
• the candidate’s signed consent to serve as a Director if elected and to be named in the proxy
statement; and
• evidence of share ownership.
The recommendation must also include documentary evidence of ownership of Tyco common
shares if the shareholder is a beneficial owner, as well as the date the shares were acquired, as required
by the Company’s Articles of Association.
To be considered by the Nominating and Governance Committee for nomination and inclusion in
the Company’s proxy statement for the 2012 Annual General Meeting of Shareholders, shareholder
recommendations for Director must be received by Tyco’s Corporate Secretary no later than
September 22, 2011. Once the Company receives the recommendation, the Company may deliver a
questionnaire to the candidate that requests additional information about the candidate’s independence,
qualifications and other information that would assist the Nominating and Governance Committee in
evaluating the candidate, as well as certain information that must be disclosed about the candidate in
the Company’s proxy statement, if nominated. Candidates must complete and return the questionnaire
within the time frame provided to be considered for nomination by the Nominating and Governance
Committee. No candidates were recommended by shareholders in connection with the 2011 Annual
General Meeting.
The Nominating and Governance Committee currently employs an unrelated search firm to assist
the Committee in identifying candidates for Director. The Committee also receives suggestions for
Director candidates from Board members. Eleven of our nominees for Director are current members
of the Board. In evaluating candidates for Director, the Committee uses the qualifications described
38 2011 Proxy Statement