ADT 2013 Annual Report Download - page 21

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CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Board Capacities
The Board of Directors as a whole is constituted to be strong in its collective knowledge and diversity of accounting and finance, management
and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge,
corporate governance, and global markets.
The culture of the Board of Directors is such that the Board can operate swiftly and effectively in making key decisions when facing major
challenges. Board meetings are conducted in an environment of trust, open dialogue, mutual respect, and constructive commentary that are akin
to those of a high-performance team.
The Board of Directors is informed, proactive, and vigilant in its oversight of the Company and protection of stockholder assets.
Board Committees
To conduct its business the Board of Directors maintains three standing committees: Audit, Compensation, and Nominating and Governance,
and each of these committees is entirely composed of independent directors. The members of the Board of Directors serving on these
committees and the functions of those committees are set forth in the following table:
Bruce Gordon, Chairman
Thomas Colligan
Richard Daly (1)
Timothy Donahue
Robert Dutkowsky
Naren Gursahaney
Bridgette Heller
Kathleen Hyle
Dinesh Paliwal (2)
Compensation
CommitteeAudit Committee
Chair
Chair
Chair
Nominating and
Governance
Committee
Number of Meetings Held in
Fiscal Year 2013 11 7 6
(1) Upon the recommendation of the Nominating and Governance Committee, on January 9, 2014, the Board of Directors appointed Mr. Daly to the Company’s Board for a term expiring at the
2014 Annual Meeting, or until his earlier resignation or removal, and to the Board’s Compensation Committee.
(2) On January 8, 2014, Mr. Paliwal notified the Board of Directors of his decision not to stand for re-election as a director and to resign from the Board of Directors, effective at the end of his
current term, which expires at the 2014 Annual Meeting.
•Assignments to, and chairs of, the Audit and Compensation Committees are recommended by the Nominating and Governance Committee
and selected by the Board of Directors. The independent directors as a group elect the members and the chair of the Nominating and
Governance Committee. All committees report on their activities to the Board of Directors.
•The Chairman may convene a “special committee” to review certain material matters being considered by the Board of Directors. The special
committee will report their activities to the Board of Directors.
•To ensure effective discussion and decision making while at the same time having a sufficient number of independent directors for its three
standing committees, the Board of Directors is normally constituted of between seven and nine directors. Subject to ADT’s certificate of
incorporation, the number of directors shall be fixed by resolution by the Board of Directors, and vacancies occurring in the Board of Directors
may be filled only by a majority of the vote of the remaining directors then in office.
The ADT Corporation 2014 Proxy Statement 9
PROXY STATEMENT