ADT 2014 Annual Report Download - page 17

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Exchange Act. The Audit Committee
met ten times during fiscal year 2014 and is responsible, among other things, for:
•overseeing the quality and integrity of our annual audited and quarterly unaudited 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 auditor regarding our internal
controls, critical accounting policies and other matters; and
•overseeing all of our compliance, internal controls, cybersecurity risk 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, our Board Governance Principles and in accordance with the Audit Committee charter, 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 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 met nine times during fiscal year 2014 and 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;
•monitoring compliance by officers and directors with the Company’s stock ownership guidelines;
•conducting an annual risk assessment of the Company’s compensation programs;
•administering the Company’s pay recoupment policy;
The ADT Corporation 2015 Proxy Statement 9
PROXY STATEMENT