ADT 2012 Annual Report Download - page 36

• Determining that procedures are in place and designed to promote compliance with laws and
regulations and setting an ethical “tone at the top.”
• Determining that procedures are in place designed to promote integrity in the audit of the Company’s
financial statements and operations, and in all financial reporting and disclosure.
• Designing and assessing the effectiveness of its own governance practices and procedures.
• Periodically monitoring and reviewing stockholder communications sent to the Company.
Board Risk Management
The Board of Directors is responsible for appraising the Company’s major risks and for determining that
appropriate risk management and control procedures are in place and that senior executives take the appropriate
steps to manage all major risks.
Board Capacities
The Board of Directors as a whole is constituted to be strong in its collective knowledge and diversity of
accounting and finance, management and leadership, vision and strategy, business operations, business judgment,
crisis management, risk assessment, industry knowledge, corporate governance, and global markets.
The culture of the Board of Directors is such that the Board can operate swiftly and effectively in making
key decisions and facing major challenges. Board meetings are conducted in an environment of trust, open
dialogue, mutual respect, and constructive commentary that are akin to those of a high-performance team.
The Board of Directors is informed, proactive, and vigilant in its oversight of the Company and protection
of stockholder assets.
Board Committees
• To conduct its business the Board of Directors maintains three standing committees: Audit,
Compensation, and Nominating and Governance, and they are entirely composed of independent
directors. Assignments to, and chairs of, the Audit and Compensation Committees are recommended
by the Nominating and Governance Committee and selected by the Board of Directors. The
independent directors as a group elect the members and the chair of the Nominating and Governance
Committee. All committees report on their activities to the Board of Directors.
• The Chairman may convene a “special committee” to review certain material matters being considered
by the Board of Directors. The special committee will report their activities to the Board of Directors.
• To ensure effective discussion and decision making while at the same time having a sufficient number
of independent directors for its three committees, the Board of Directors is normally constituted of
between seven and nine directors. Stockholders have the authority to set the number of directors at the
annual meeting of stockholders, and the directors have the authority to fill any vacancy that may arise
during the year.
• The Nominating and Governance Committee annually reviews the organization of the Board of
Directors and recommends appropriate changes to the Board.
Each of the committees operates under a written charter that is posted to our website at www.adt.com under
the heading “Corporate Governance.” We will also provide a printed copy of the committee charters to
stockholders upon written request to our Corporate Secretary at The ADT Corporation, 1501 Yamato Road, Boca
Raton, Florida 33431.
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