ADT 2013 Annual Report Download - page 19

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
•We always look for ways to improve our customers’ experience
•We strive to exceed expectations in every interaction
•We give back to the communities where we live and work
•We have pride in our partnership with first responders
•We deliver value to investors by growing the business
•We treat our colleagues with respect and care
Innovation: We think ahead to stay ahead.
•We are always looking for better ways of doing things
•We pioneer new technologies to differentiate ourselves and advance our industry leadership position
•We learn from both our successes and our failures
•We need to be nimble and agile so we can be proactive and seize opportunities
•We celebrate our successes and challenge ourselves to move to new heights of achievement
•We promote new ideas and encourage creativity
•We are willing to let go of old habits and test new ideas
ADT Culture of Responsibility and Code of Conduct
ADT’s corporate culture is built on the premise that the Company seeks to draw the best from its employees, and that every employee, without
exception, is responsible for the conduct and success of the enterprise. This includes full, accurate, candid, and timely disclosure of information,
and compliance with all laws and regulatory standards. Employee responsibilities are elaborated in our Code of Conduct. The Board of Directors
is responsible for setting the ethical tenor for management and the Company. That ethical tenor works on the expectation that employees
understand where the lines are that they should not cross and stay widely clear of those lines. The Code of Conduct is reviewed periodically by
all directors, executive officers, managers and employees, and they affirm in writing that they understand it and are fully in compliance with it. All
senior executives, including the Chief Executive Officer, are evaluated and compensated in part on proactively promoting integrity and
compliance.
Board of Directors
The business of the Company is managed under the direction of its Board of Directors, in the interest of the stockholders. The Board of Directors
delegates its authority to management for managing the everyday affairs of the Company. The Board of Directors requires that senior
management review major actions and initiatives with the Board prior to implementation.
Mission of the Board of Directors: What the Board Intends to Accomplish
The mission of the Board of Directors is to promote the long-term value and health of the Company in the interests of the stockholders, its
employees and its other stakeholders and set an ethical “tone at the top.” To this end, the Board of Directors provides management with
strategic guidance, and also ensures that management adopts and implements procedures designed to promote both legal compliance and the
highest standards of honesty, integrity and ethics throughout the organization.
Governance Principles: How the Board Oversees the Company
1. Active Board: The directors are well informed about the Company and vigorous in their oversight of management.
2. Company Leadership: The directors, together with management, set ADT’s strategic direction, review financial objectives, and establish a
high ethical tone for the management and leadership of the Company.
3. Compliance with Laws and Ethics: The directors ensure that procedures and practices are in place and designed to prevent and identify
illegal or unethical conduct and to permit appropriate and timely redress should such conduct occur.
4. Inform and Listen to Investors and Regulators: The directors take steps to see that management discloses appropriate information fairly,
fully, timely, and accurately to investors and regulators, and that the Company maintains a two-way communication channel with its investors
and regulators.
5. Continuous Improvement: The directors remain abreast of new developments in corporate governance, and they implement new
procedures and practices as they deem appropriate.
The ADT Corporation 2014 Proxy Statement 7
PROXY STATEMENT