ADT 2015 Annual Report Download - page 20
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CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Nominating and
Governance
Committee
The Nominating and Governance Committee plays a leadership role in the Company’s
corporate governance policies and any related matters required by federal securities laws.
Met five times in FY 2015
Committee Members
Bruce Gordon (Chairman)
Thomas Colligan
Timothy Donahue
Primary Responsibilities
•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.
Independence
The Nominating and Governance Committee is comprised of directors who 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.
Charter
The Nominating and Governance Committee charter is posted to the Company’s website at
http://investors.adt.com. A printed copy of the Nominating and Governance Committee
charter is available to stockholders upon written request to the Corporate Secretary at The
ADT Corporation, 1501 Yamato Road, Boca Raton, Florida 33431.
10 The ADT Corporation 2016 Proxy Statement
PROXY STATEMENT