ADT 2012 Annual Report Download - page 38

• reviewing annually talent development and succession plans for executive officers other than the Chief
Executive Officer and making recommendations to our Board of Directors;
• reviewing and approving benefit and perquisite programs for executive officers;
• administering the Company’s equity incentive plans, including the review and grant of stock option and
other equity incentive grants to executive officers;
• overseeing the design, participation, adequacy, competitiveness, internal equity and cost effectiveness
for the Company’s broadly-applicable benefit programs;
• establishing, in collaboration with the Nominating and Governance Committee, compensation for non-
employee directors;
• monitoring compliance by officers and directors with the Company’s stock ownership guidelines;
• conducting an annual risk assessment of the Company’s compensation programs;
• administering the Company’s pay recoupment policy;
• reviewing the Company’s human resources strategy and controls, including Sarbanes-Oxley
Section 404 compliance;
• assessing annually the performance of the ADT Compensation Committee and its members and the
adequacy of the Committee charter and recommending results and or changes to our Board of
Directors;
• recommending to our Board of Directors the Company’s approach with respect to the stockholder
advisory vote on executive compensation or “say-on-pay” and how frequently the Company should
permit stockholders to have a vote on say-on-pay, taking into account the results of stockholder votes
on the frequency of say-on-pay resolutions at the Company;
• overseeing our disclosure regarding executive compensation, including approving the report to be
included in our annual Proxy Statement on Schedule 14A and included or incorporated by reference in
our annual report on Form 10-K; and
• reviewing and approving employment, retirement, severance and change-in-control agreements/
arrangements for our executive officers.
The ADT Compensation Committee is comprised of Messrs. Paliwal (chair), Donahue and Dutkowsky, all
of whom meet the independence requirements set forth in the listing standards of the NYSE and in accordance
with the Compensation Committee charter. The Board of Directors has determined that all of the members of the
ADT Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the
Exchange Act) and “outside directors” (within the meaning of Section 162(m) of the Code). For more
information on the ADT Compensation Committee, please see the Compensation Discussion and Analysis in this
Proxy Statement.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible, among other things, for:
• developing and recommending to our Board of Directors our corporate governance principles and
otherwise taking a leadership role in shaping our corporate governance;
• reviewing and evaluating the adequacy of and recommending to our Board of Directors amendments to
our by-laws, certificate of incorporation, committee charters and other governance policies;
• reviewing and making recommendations to our Board of Directors regarding the purpose, structure and
operations of our various board committees;
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