ADT 2015 Annual Report Download - page 22

CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Experiences, Qualifications, Attributes and Skills of Director Nominees
When evaluating potential director nominees, the Nominating and Governance Committee utilizes a diverse group of experiences, qualifications,
attributes and skills, including diversity in gender, ethnicity and race that the Nominating and Governance Committee believes enables a director
nominee to make significant contributions to the Board of Directors, ADT and our stockholders. The Nominating and Governance Committee
works with the Board of Directors to determine the appropriate mix of backgrounds and experiences in order to establish and maintain a Board
that is strong in its collective knowledge and that can fulfill its responsibilities, perpetuate our long term success, and represent the interests of
our stockholders. These experiences, qualifications, attributes and skills are more fully described in the following table:
T. Colligan R. Daly
T. Donahue R. Dutkowsky
B. Gordon
N. Gursahaney
B. Heller K. Hyle C. Hylen
Independence
Satisfy the independence requirements of the New York Stock Exchange and
Board Governance Principles.
Financial and Accounting
Possess the knowledge and understanding of finance and financial reporting
processes with experience or oversight over the creation or auditing of financial
reports.
Marketing; Sales
Experience in, or experience in a senior management position responsible for,
managing a marketing and/or sales function.
Technical; Research and Development; Information Technology
Experience in, or experience in a senior management position responsible for,
managing a significant technical, information technology or research and
development function.
Minority; Diversity
Add perspective through diversity in gender, ethnic background, race, etc.
Management Experience
Experience as a CEO, COO, President or Senior Vice President of a company
or a significant subsidiary, operating division or business unit.
Consumer Brand Experience
Substantial experience with building brand and product awareness and with
business-to-consumer brand marketing.
Current CEO
Currently a sitting CEO of a publicly traded company.
Director Service
ADT’s Board Governance Principles provide the following:
•Directors are elected by an affirmative vote of a majority of the votes cast by stockholders at the annual meeting and they serve for one-year
terms. Any nominee for director who does not receive a majority of votes cast from the stockholders is not elected to the Board of Directors,
however, such nominee will remain in office until a new director is elected, which shall take place in a timely manner.
•Directors are not eligible to stand for re-election to the Board of Directors at the annual meeting following their 75th birthday. However, the
Board of Directors may ask the director to continue his or her service on the Board when it is deemed to be in the best interests of the
Company.
•The Nominating and Governance Committee is responsible for the review of all directors, and where necessary will take action to remove a
director for performance, which requires the unanimous approval of the Board of Directors. This unanimous approval does not include the
approval of the director whose removal is sought.
•Directors inform the Nominating and Governance Committee of any significant change in their employment or professional responsibilities and
will offer their resignation to the Board of Directors. This allows for discussion with the Nominating and Governance Committee to determine if
it is in the mutual interest of both parties for the director to continue on the Board of the Directors.
12 The ADT Corporation 2016 Proxy Statement
PROXY STATEMENT