ADT 2013 Annual Report Download - page 22

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
•The Nominating and Governance Committee annually reviews the organization of the Board of Directors and recommends appropriate
changes to the full Board of Directors.
Each of the committees operates under a written charter that is posted to our website at www.adt.com/about-adt/corporate-governance/. We
will also provide a printed copy of the committee charters to stockholders upon written request to our Corporate Secretary at The ADT
Corporation, 1501 Yamato Road, Boca Raton, Florida 33431.
Audit Committee
The Audit Committee met eleven times during fiscal year 2013. The Audit Committee was established in accordance with Section 3(a)(58)(A) and
Rule 10A-3 under the Exchange Act. The Audit Committee is responsible, among other things, for:
•overseeing the quality and integrity of our annual audited and quarterly financial statements, accounting practices and financial information
that we provide to the SEC or the public;
•selecting our independent registered public accounting firm, such selection to be presented by our Board of Directors to our stockholders for
their ratification at the annual meeting of stockholders;
•pre-approving all services to be provided to us by our independent registered public accounting firm;
•conferring with our independent registered public accounting firm to review the plan and scope of its proposed financial audits and quarterly
reviews, as well as its findings and recommendations upon the completion of the audits and such quarterly reviews;
•reviewing the independence of the independent registered public accounting firm;
•overseeing our internal audit function;
•meeting with the independent registered public accounting firm, our appropriate financial personnel and internal financial controller regarding
our internal controls, critical accounting policies and other matters; and
•overseeing all of our compliance, internal controls and risk management policies.
The Board of Directors has determined that all of the members of the Audit Committee meet the independence requirements set forth in the
listing standards of the NYSE, are “financially literate” as defined by the NYSE rules and have accounting or related financial management
expertise as such terms are interpreted by the Board of Directors in its business judgment, and that the committee chairman, Mr. Colligan, and
Ms. Hyle each qualify as an “audit committee financial expert” as defined by the rules of the SEC. None of our Audit Committee members
simultaneously serves on more than two other public company audit committees.
Compensation Committee
The Compensation Committee met seven times during fiscal year 2013. The Compensation Committee oversees the Company’s overall
compensation structure, policies and programs, including strategic compensation programs for our executive officers, that align the interests of
our executive officers with those of our stockholders, and assesses whether the Company’s compensation structure establishes appropriate
incentives for management and employees. The Compensation Committee is responsible, among other things, for:
•setting and reviewing our executive compensation philosophy and principles;
•proposing to our Board of Directors incentive compensation plans and equity-based plans, including performance objectives and metrics
associated with these plans, on an annual basis for the Chief Executive Officer;
•reviewing annually the Chief Executive Officer’s performance and proposing to our independent directors Chief Executive Officer
compensation (including salary, bonus, equity-based grants and any other long-term cash compensation);
•reviewing annual performance of the other executive officers and approving their compensation (including salary, bonus, equity-based grants
and any other long-term cash compensation);
•reviewing and approving the comparator group(s) for benchmarking compensation levels and pay practices, as well as performance, for the
Chief Executive Officer and executive officers;
•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-management directors;
10 The ADT Corporation 2014 Proxy Statement
PROXY STATEMENT