ADT 2013 Annual Report Download - page 24

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Experiences, Qualifications, Attributes and Skills of Director Nominees
When evaluating potential director nominees, the Nominating and Governance Committee utilizes a diverse group of experiences, qualifications,
attributes and skills, including diversity in gender, ethnicity and race that the Nominating and Governance Committee believes enables a director
nominee to make significant contributions to the Board of Directors, ADT and our stockholders. The Nominating and Governance Committee
works with the Board of Directors to determine the appropriate mix of backgrounds and experiences in order to establish and maintain a Board
that is strong in its collective knowledge and that can fulfill its responsibilities, perpetuate our long term success, and represent the interests of
our stockholders. These experiences, qualifications, attributes and skills are more fully described in the following table:
T. Colligan R. Daly T. Donahue R. Dutkowsky B. Gordon N. Gursahaney B. Heller K. Hyle
Independence
Satisfy the independence requirements of the New York Stock Exchange.
Financial Expertise
Possess the knowledge and experience to be qualified as an “audit committee
financial expert.”
Marketing; Sales
Experience in, or experience in a senior management position responsible for,
managing a marketing and/ or sales function.
Technical; Research and Development; Information Technology
Experience in, or experience in a senior management position responsible for,
managing a significant technical, information technology or research and
development function.
Minority; Diversity
Add perspective through diversity in gender, ethnic background, race, etc.
Management Experience
Experience as a CEO, COO, President or Senior Vice President of a company
or significant subsidiary, operating division or business unit.
Attendance at Meetings
The Board of Directors met thirteen times during fiscal year 2013. 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 is 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. No current director attended fewer than 75 percent of the meetings held, including meetings held by all committees of
the Board of Directors on which such director served. All of the current directors attended the 2013 Annual Meeting of Stockholders.
Executive Sessions
The non-management directors of the Company meet in executive sessions without management on a regular basis. The Chairman presides at
such executive sessions (the “Presiding Director”). In the absence of the Presiding Director, the non-management directors will designate another
director to preside over such executive sessions.
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 and all interested parties
can directly raise issues with the Board of Directors via email at [email protected]. The Board of Directors periodically reviews all pertinent
communications from stockholders and other interested parties.
12 The ADT Corporation 2014 Proxy Statement
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