ADT 2011 Annual Report Download - page 52

COMMITTEES OF THE BOARD
The table below provides fiscal year 2011 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
Mr. Dinesh Paliwal ........................ X 03/09/2011
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 2011(1) ... 9 6 11
(1) Includes joint committee meetings held during the fiscal year
(L) = Lead Director
(C) = Committee Chair
During fiscal 2011, the full Board met 15 times. All of our Directors attended over 75% of the
meetings of the Board and the committees on which they served in fiscal 2011. The Board’s governance
principles provide that Board members are expected to attend each Annual General Meeting. At the
2011 Annual General Meeting, all of the current Board members were in attendance except
Mr. Daniels, who attended by phone.
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 nine meetings during fiscal 2011. During 2011, the members of the Audit Committee
were Messrs. Daniels and Paliwal 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
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
38 2012 Proxy Statement