ADT 2012 Annual Report Download - page 42

• Directors inform the Nominating and Governance Committee of any significant change in their
employment or professional responsibilities and will offer their resignation to the Board of Directors.
This allows for discussion with the Nominating and Governance Committee to determine if it is in the
mutual interest of both parties for the director to continue on the Board of the Directors.
• The guidelines for service as committee chairs include (1) service in their respective roles for five
years, and (2) rotation at the time of the annual meeting of stockholders following the completion of
their fifth year of service.
• When the Chairman of the Board of Directors steps down, he or she simultaneously resigns from the
Board of Directors, unless the remaining members of the Board of Directors decides that his or her
services are in the best interests of the Company. It is only in unusual circumstances that the Board of
Directors decides that the retired Chairman continues to serve.
Code of Conduct
The Board of Directors has adopted a written Code of Conduct for directors, executive officers, managers
and employees that is designed to deter wrongdoing and to promote, among other things:
• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
• full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the
SEC and other regulators and in our other public communications;
• compliance with applicable laws, rules and regulations, including insider trading compliance; and
• accountability for adherence to the Code of Conduct and prompt internal reporting of violations of the
Code, including illegal or unethical behavior regarding accounting or auditing practices.
A copy of our Code of Conduct is posted on our website at www.adt.com under the heading “Corporate
Governance.” We will also provide a copy of our Code of Conduct to stockholders upon written request to our
Corporate Secretary at The ADT Corporation, 1501 Yamato Road, Boca Raton, Florida 33431.
Director Nomination Process
In accordance with our governance policies, the Nominating and Governance Committee seeks to create a
Board of Directors that as a whole is strong in its collective knowledge and has a diversity of skills and
experience with respect to vision and strategy, management and leadership, business operations, business
judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate
governance and global markets. Our Board of Directors does not have a specific policy regarding diversity.
Instead, the Nominating and Governance Committee considers the Board of Directors’ overall composition when
considering a potential new candidate, including whether the Board of Directors has an appropriate combination
of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of our current
and expected future needs. We believe that it is desirable for new candidates to contribute to a variety of
viewpoints on the Board of Directors, which may be enhanced by a mix of different professional and personal
backgrounds and experiences.
General criteria for the nomination of director candidates include:
• the highest ethical standards and integrity;
• a willingness to act on and be accountable for board decisions;
• an ability to provide wise, informed and thoughtful counsel to top management on a range of issues;
• a history of achievement that reflects superior standards for themselves and others;
-16-