Tyco International's Board of Directors is responsible for directing, and providing oversight of, the management of Tyco's business in the best interests of the shareholders and consistent with good corporate citizenship. In carrying out its responsibilities, the Board selects and monitors top management, provides oversight for financial reporting and legal compliance, determines Tyco's governance principles and implements its governance policies. The Board, together with management, is responsible for establishing the firm's operating values and code of conduct, and for setting strategic direction and priorities.

While Tyco's strategy and leadership evolve in response to its changing market conditions, the company's mission and values are enduring. So too are five governance principles, and along with the company's mission and values, that constitute the foundation upon which the company's governance policies are built.

Governance Principles

• Active Board
• Company leadership
• Compliance with laws and ethics
• Inform and listen to investors and regulators
• Continuous improvement

Tyco believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility throughout the firm, and governance at Tyco is intended to optimize both. Tyco also believes that good governance ultimately depends on the quality of its leadership, and it is committed to recruiting and retaining directors and officers of proven leadership and personal integrity.