ADT 2011 Annual Report Download - page 298

TYCO INTERNATIONAL LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011
(Continued)
12. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2011
a) Basis of presentation
The following information sets forth the compensation for the years ended September 30, 2011 and
September 24, 2010, of the members of Board of Directors (the Board) of the Company and Group
Executives for all of the functions that they have performed for the Company. Compensation of the
Board is paid by Tyco International Ltd. Compensation is paid as a combination of both U.S. Dollars
and Swiss Francs though the following tables express all remuneration details in U.S. Dollars ($).
Further details of executive compensation can be found in the Executive Compensation section of the
Company’s 2011 proxy statement for the 2012 annual general meeting.
b) Remuneration of the Non-Employee Directors
The table below reflects Director compensation for fiscal 2011 and 2010. In fiscal 2011 the cash
retainer for non-employee Directors was increased to $100,000 from $80,000. Directors also received a
grant of restricted stock units (‘‘RSUs’’) with a value at grant date of approximately $120,000 in both
fiscal 2011 and 2010. The lead Directors fee was increased to $30,000 in fiscal 2011 compared to
$20,000 in fiscal 2010. The fee paid to the Chair of the Compensation Committee increased to $20,000
in fiscal 2011 from $15,000 in fiscal 2010. The Chairs of the Nominating and Governance Committee
and Audit Committee received an additional fee of $15,000 and $20,000, respectively, in each fiscal
year. In addition, any member of a special committee of the Board receives meeting fees in an amount
of $1,500 per day for each special committee meeting that he or she attends. No such fees were paid
in fiscal 2011 or 2010. A Director who is also an employee receives no additional remuneration for
services as a Director.
In fiscal 2010, the Company changed the date on which it makes its director equity grant to align the
date with the election of Directors at the Company’s Annual General Meeting in March. Previously,
equity grants had been made at the start of the fiscal year. As a result, the Company made an interim
grant of RSUs to continuing directors to compensate them for six months of service between October
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