ADT 2012 Annual Report Download - page 39

• identifying, reviewing and recommending to our Board of Directors individuals for election or re-
election to the Board of Directors, consistent with criteria approved by the Board of Directors;
• overseeing the Chief Executive Officer succession planning process, including an emergency
succession plan, and making recommendations to our Board of Directors;
• establishing, in collaboration with the ADT Compensation Committee, compensation for non-
employee directors;
• establishing criteria and qualifications for board membership, including standards for assessing
independence;
• overseeing the Company’s Environmental, Health & Safety management program;
• ensuring the appropriate process is in place to perform and review the Company’s enterprise-wide risk
assessments;
• overseeing the Board of Directors’ annual self-evaluation; and
• overseeing and monitoring general governance matters including communications with stockholders,
regulatory developments relating to corporate governance and our corporate social responsibility
activities.
The Nominating and Governance Committee is comprised of Messrs. Gordon (Chair), Colligan and Paliwal,
all of whom meet the independence requirements set forth in the listing standards of the NYSE and in accordance
with the Nominating and Governance Committee charter.
Attendance at Meetings
Due to the Spin-off, which took place on September 28, 2012, the Board of Directors held one meeting in
the 2012 fiscal year. Generally, ADT policy dictates that the Board of Directors meets at least five times a year,
and additional meetings may be called in accordance with our By-laws. One of these meetings will be scheduled
in conjunction with the Company’s annual meeting of stockholders and Board members are required to be in
attendance at the annual meeting of stockholders in person or, via exception, by telephone.
Board Communication
Management speaks on behalf of the Company, and the Board of Directors normally communicates through
management with outside parties, including stockholders, business journalists, equity analysts, rating agencies,
and government regulators. Stockholders can directly raise issues with the Board of Directors via email at
[email protected]. The Board of Directors periodically reviews all pertinent stockholder communications.
Director Independence
To maintain its objective oversight of management, the Board of Directors consists of a majority of
independent directors. Directors are required to meet a stringent definition of independence and for those
directors that meet this definition, the Board of Directors will make an affirmative determination that such
directors are independent.
Independent directors:
• Include no former officer or employee of the Company or its subsidiaries or affiliates, or has served in
that capacity within the last five years;
• Have no current or prior material relationships with ADT aside from their directorship that could affect
their judgment;
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