ADT 2014 Annual Report Download - page 16

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CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
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, as described below. The members of the Board of Directors
serving on these committees are set forth in the following table and the functions of those committees are set forth below:
Bruce Gordon, Chairman
Thomas Colligan
Richard Daly
Timothy Donahue
Robert Dutkowsky
Naren Gursahaney
Bridgette Heller
Kathleen Hyle
Christopher Hylen (1)
Compensation
CommitteeAudit Committee
Chairman
Chairman
Chairman
Nominating and
Governance
Committee
Number of Meetings Held in
Fiscal Year 2014 10 9 6
(1) Upon the recommendation of the Nominating and Governance Committee, on January 8, 2015, the Board of Directors appointed Mr. Hylen to the Company’s Board of Directors for a term
expiring at the 2015 Annual Meeting, or until his earlier resignation or removal, and to the Board’s Audit Committee.
•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 but may consist of as many as
twelve directors as determined by the Board of Directors from time to time. 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 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 http://investors.adt.com. 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.
8The ADT Corporation 2015 Proxy Statement
PROXY STATEMENT