ADT 2014 Annual Report Download - page 18

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
•reviewing the Company’s human resources strategy and controls, including Sarbanes-Oxley Section 404 compliance;
•assessing annually the performance of the Compensation Committee and its members and the adequacy of the Committee charter and
recommending results and/or changes to our Board of Directors;
•recommending to our Board of Directors the Company’s approach with respect to the stockholder advisory vote on executive compensation
or “say-on-pay” and how frequently the Company should permit stockholders to have a vote on say-on-pay, taking into account the results of
stockholder votes on the frequency of say-on-pay resolutions at the Company;
•overseeing our disclosure regarding executive compensation, including approving the report to be included in our annual proxy statement on
Schedule 14A, which disclosure is included or incorporated by reference in our annual report on Form 10-K; and
•reviewing and approving employment, retirement, severance and change-in-control agreements/arrangements for our executive officers.
The Board of Directors has determined that all of the members of the Compensation Committee meet the independence requirements, including
the heightened independence criteria set forth in the listing standards of the NYSE, our Board Governance Principles and in accordance with the
Compensation Committee charter, are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act) and “outside directors”
(within the meaning of Section 162(m) of the Internal Revenue Code (the “Code”)). For more information on the Compensation Committee,
please see the Compensation Discussion and Analysis in this Proxy Statement.
Nominating and Governance Committee
The Nominating and Governance Committee met six times during fiscal year 2014 and is responsible, among other things, for:
•developing and recommending to our Board of Directors our corporate governance principles and otherwise taking a leadership role in
shaping our corporate governance;
•reviewing and evaluating the adequacy of and recommending to our Board of Directors amendments to our by-laws, certificate of
incorporation, committee charters and other governance policies;
•reviewing and making recommendations to our Board of Directors regarding the purpose, structure and operations of our various board
committees;
•identifying, reviewing and recommending to our Board of Directors individuals for election or re-election to the Board of Directors, consistent
with criteria approved by the Board of Directors;
•overseeing the Chief Executive Officer succession planning process, including an emergency succession plan, and making
recommendations to our Board of Directors;
•establishing, in collaboration with the Compensation Committee, compensation for non-management directors;
•establishing criteria and qualifications for board membership, including standards for assessing independence;
•overseeing the Company’s Environmental, Health & Safety management program;
•ensuring the appropriate process is in place to perform and review the Company’s enterprise-wide risk assessments;
•overseeing the Board of Directors’ annual self-evaluation; and
•overseeing and monitoring general governance matters including communications with stockholders, regulatory developments relating to
corporate governance and our corporate social responsibility activities.
The Board of Directors has determined that all members of the Nominating and Governance Committee meet the independence requirements
set forth in the listing standards of the NYSE, our Board Governance Principles and in accordance with the Nominating and Governance
Committee charter.
10 The ADT Corporation 2015 Proxy Statement
PROXY STATEMENT