ADT 2013 Annual Report Download - page 26

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
proxy statement, annually review the Related Party List, including the amount of payments to or from each related party, in comparison to the 1%
threshold to ensure that the directors meet the director independence requirement. Any proposed related party transaction involving a member of
the Board of Directors must be reviewed and approved by a majority of the disinterested members of the Board. All related party transactions
involving potential conflicts of interest must be reported to the Nominating and Governance Committee and approved or ratified by such
Committee. During fiscal year 2013, there were no related party transactions that exceeded the 1% threshold under the Company’s Guidelines
for Related Party Transactions or the amount of $120,000 under Item 404 of Regulation S-K promulgated by the SEC.
Director Service
•Directors are elected by an affirmative vote of a majority of the votes cast by stockholders at the annual meeting and they serve for one-year
terms. Any nominee for director who does not receive a majority of votes cast from the stockholders is not elected to the Board of Directors,
however, such nominee will remain in office until a new director is elected, which shall take place in a timely manner.
•Directors are not eligible to stand for re-election to the Board of Directors at the annual meeting following their 72nd birthday. However, the
Board of Directors may ask the director to continue his or her service on the Board when it is deemed to be in the best interest of the
Company.
•The Nominating and Governance Committee is responsible for the review of all directors, and where necessary will take action to remove a
director for performance, which requires the unanimous approval of the Board of Directors. This unanimous approval does not include the
approval of the director whose removal is sought.
•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.
•Committee chairs will serve in their respective roles for five years, and rotate 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/about-adt/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.
14 The ADT Corporation 2014 Proxy Statement
PROXY STATEMENT