ADT 2015 Annual Report Download - page 24
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CORPORATE GOVERNANCE OF THE COMPANY—CONTINUED
Director Nomination Process
In accordance with our governance principles, the Nominating and Governance Committee seeks to create a Board of Directors that as a whole
is strong in its collective knowledge and has a diversity of skills and experience with respect to vision and strategy, management and leadership,
business operations, business judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate
governance and global markets. Our Board of Directors does not have a specific policy regarding diversity. Instead, the Nominating and
Governance Committee considers the Board of Directors’ overall composition when considering a potential new candidate, including whether
the Board of Directors has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds
in light of our current and expected future needs. We believe that it is desirable for new candidates to contribute to a variety of viewpoints on the
Board of Directors, which may be enhanced by a mix of different professional and personal backgrounds and experiences. Forty-four percent of
our director nominees are women or ethnically diverse individuals.
General criteria specified in our Board Governance Principles for the nomination of director candidates include:
•the highest ethical standards and integrity;
•a willingness to act on and be accountable for board decisions;
•an ability to provide wise, informed and thoughtful counsel to top management on a range of issues;
•a history of achievement that reflects superior standards for themselves and others;
•loyalty and commitment to driving the success of ADT;
•an ability to take tough positions while at the same time working as a team player; and
•individual backgrounds that provide a portfolio of experience and knowledge commensurate with our needs.
Invitations to director nominees to become a member of the Board of Directors will be extended by the Chair of the Nominating and Governance
Committee after discussion with the Chairman of the Board of Directors and the Chief Executive Officer and agreement by the other members of
the Board of Directors. The Board of Directors will consider nominations submitted by stockholders. The Nominating and Governance Committee
may also, from time to time, utilize the services of a professional search firm, including during fiscal year 2015, to help identify potential director
candidates.
14 The ADT Corporation 2016 Proxy Statement
PROXY STATEMENT