ADT 2014 Annual Report Download - page 13

CORPORATE GOVERNANCE OF THE COMPANY
CORPORATE GOVERNANCE OF THE COMPANY
Overview
ADT’s Board of Directors is responsible for directing, and providing oversight of, the management of ADT’s business in the best interests of the
stockholders and consistent with good corporate citizenship. In carrying out its responsibilities, the Board of Directors selects and monitors top
management, provides oversight for financial reporting and legal compliance, determines ADT’s governance principles and implements its
governance policies. The Board of Directors, together with management, is responsible for establishing the firm’s operating values and code of
conduct and for setting strategic direction and priorities.
ADT believes that good governance requires not only an effective set of specific practices but also a culture of responsibility throughout the
Company, and governance at ADT is intended to optimize both. ADT also believes that good governance ultimately depends on the quality of its
leadership, and it is committed to recruiting and retaining directors and officers of proven leadership and personal integrity. To further these goals,
the Board of Directors has adopted the ADT Board Governance Principles. The Board of Directors intends that these principles serve as a flexible
framework within which the Board of Directors may conduct its business, and not as a set of binding legal obligations. The ADT Board Governance
Principles are posted on our website at http://investors.adt.com. We will also provide a copy of the ADT Board Governance Principles to
stockholders upon written request to our Corporate Secretary at The ADT Corporation, 1501 Yamato Road, Boca Raton, Florida 33431.
Board of Directors
The business of the Company is managed under the direction of its Board of Directors. 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.
Board Responsibilities
The Board of Directors is responsible for:
•Reviewing and approving management’s strategic and business plans.
•Reviewing and approving financial plans, objectives, and actions including significant capital allocations and expenditures.
•Monitoring management execution of corporate plans and objectives.
•Advising management on significant decisions and reviewing and approving major transactions.
•Recommending director candidates for election by stockholders.
•Appraising the Company’s major risks and overseeing that appropriate risk management and control procedures are in place.
The ADT Corporation 2015 Proxy Statement 5
PROXY STATEMENT