ADT 2012 Annual Report Download - page 37

Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the
Exchange Act. The Audit Committee is responsible, among other things, for:
• overseeing the quality and integrity of our annual audited and quarterly financial statements,
accounting practices and financial information that we provide to the SEC or the public;
• selecting our independent registered public accounting firm, such selection to be presented by our
Board of Directors to our stockholders for their confirmation at the annual meeting of stockholders;
• pre-approving all services to be provided to us by our independent registered public accounting firm;
• conferring with our independent registered public accounting firm to review the plan and scope of its
proposed financial audits and quarterly reviews, as well as its findings and recommendations upon the
completion of the audits and such quarterly reviews;
• reviewing the independence of the independent registered public accounting firm;
• overseeing our internal audit function;
• meeting with the independent registered public accounting firm, our appropriate financial personnel
and internal financial controller regarding our internal controls, critical accounting policies and other
matters; and
• overseeing all of our compliance, internal controls and risk management policies.
The Audit Committee is comprised of Messrs. Colligan (chair) and Meister and Mses. Heller and Hyle, all
of whom meet the independence requirements set forth in the listing standards of the NYSE and in accordance
with the Audit Committee charter. The Board of Directors has determined that all of the members of the Audit
Committee are “financially literate” as defined by the NYSE rules and have accounting or related financial
management expertise as such terms are interpreted by the Board of Directors in its business judgment, and that
Mr. Colligan qualifies as an “audit committee financial expert” as defined by the rules of the SEC. None of our
Audit Committee members simultaneously serve on more than two other public company audit committees.
Compensation Committee
The Compensation Committee (the “ADT Compensation Committee”) oversees the Company’s overall
compensation structure, policies and programs, including strategic compensation programs for our executive
officers, that align the interests of our executive officers with those of our stockholders, and assesses whether the
Company’s compensation structure establishes appropriate incentives for management and employees. The ADT
Compensation Committee is responsible, among other things, for:
• setting and reviewing our executive compensation philosophy and principles;
• proposing to our Board of Directors incentive compensation plans and equity-based plans, including
performance objectives and metrics associated with these plans, on an annual basis for the Chief
Executive Officer;
• reviewing annually the Chief Executive Officer’s performance and proposing to our independent
directors Chief Executive Officer compensation (including salary, bonus, equity-based grants and any
other long-term cash compensation);
• reviewing annual performance of the other executive officers and approving their compensation
(including salary, bonus, equity-based grants and any other long-term cash compensation);
• reviewing and approving the comparator group(s) for benchmarking compensation levels and pay
practices, as well as performance, for the Chief Executive Officer and executive officers;
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