ADT 2015 Annual Report Download - page 16

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Board Evaluations
The Board of Directors and committees conduct annual self-assessments to assess the qualifications, attributes, skills and experience
represented on the Board and to determine the effectiveness of the Board and each committee. As part of this process, directors are asked to
complete a written Board questionnaire and committee self-assessments. The questionnaire and self-assessments focus on the Board’s and
committees’ contribution to the Company and on areas in which the Board of Directors believes that the Board or any of its committees could
improve. This process enables directors to provide anonymous and confidential feedback, which is then summarized and compiled into a report
and reviewed by the Chairman of the Board. The Chairman then discusses the findings in a report with the full Board and oversees the full
Board’s review of its performance.
Attendance at Meetings
The Board of Directors met eight times during fiscal year 2015. ADT policy dictates that the Board of Directors meets at least five times a year,
and additional meetings may be called in accordance with our By-laws. One of these meetings is scheduled in conjunction with the Company’s
annual meeting of stockholders, and Board members are required to be in attendance at the annual meeting of stockholders in person or, via
exception, by telephone. No current director attended fewer than 75 percent of the board meetings held, including meetings held by all
committees of the Board of Directors on which such director served. All of the current directors attended the 2015 Annual Meeting of
Stockholders.
Executive Sessions
The non-management directors of the Company meet in executive sessions without management on a regular basis. The Chairman of the Board
of Directors presides at such executive sessions (the “Presiding Director”). In the absence of the Presiding Director, the non-management
directors will designate another director to preside over such executive sessions.
Investor Engagement
In 2015, the Board of Directors adopted the Stockholder Communication and Engagement Policy. The Stockholder Communication and
Engagement Policy is posted on the Company’s website at http://investors.adt.com. Consistent with this Policy, the Company instituted a
process to provide an opportunity for certain institutional investors with substantial ownership positions to meet with one or more of the
Company’s independent directors. This allows directors to directly discuss and receive investors’ views on, among other topics, the Company’s
strategy, compensation philosophy and programs, Board structure and composition, and corporate governance practices and disclosure. A
copy of the Stockholder Communication and Engagement Policy is available to stockholders upon written request to the Corporate Secretary at
The ADT Corporation, 1501 Yamato Road, Boca Raton, FL 33431.
Communicating with the Board
Management speaks on behalf of the Company, and the Board of Directors normally communicates through management with outside parties,
including stockholders, business journalists, equity analysts, rating agencies, and government regulators. Stockholders and all other interested
parties can directly raise issues with the Board of Directors, including the non-management directors as a group, via email at [email protected].
The Board of Directors periodically reviews all pertinent communications from stockholders and other interested parties.
6The ADT Corporation 2016 Proxy Statement
PROXY STATEMENT