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Corporate Citizenship
Governance
Director Independence
Nearly all members of the Tyco International Board of Directors (with the exception of Chairman and CEO Edward D. Breen) are considered to be "independent," based on criteria established by the Board of Institutional Shareholder Services, Inc., one of the world's leading providers of proxy voting and corporate governance services.
Independent Directors (10) include:
Bruce Gordon, Lead Director
Brian Duperreault, Director
Rajiv L. Gupta, Director
Timothy M. Donahue, Director
John A. Krol, Director
Brendan R. O'Neill, Director
William S. Stavropoulos, Director
Sandra S. Wijnberg, Director
Jerome B. York, Director
R. David Yost, Director
The sole Management Director is:
As defined by Board of Institutional Shareholder Services, independent directors:
Include no former officer or employee of the company, its subsidiaries or affiliates, who served in that capacity within the last five years.
Have no current or prior material relationships with Tyco aside from their directorship that could affect their judgment.
Have not worked for, consulted with, been retained by, or received anything of substantial value from Tyco aside from their compensation as directors.
Have no immediate family members with any current or past material relationship with the company.
Do not work for, consult with, or are retained by another publicly traded company on whose Board of Directors the Tyco CEO or other senior management serves.
Do not serve as an executive officer for a company whose sales to and purchases from Tyco are more than one percent of the revenues of their company.
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BOARD COMMITTEES
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Ten of the eleven members of the Tyco Board of Directors are independent members.
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TYCO GUIDE TO ETHICAL CONDUCT
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Tyco's commitment to the highest standards of integrity begins with making sure that everyone across the organization understands the company's core values of integrity, excellence, teamwork and accountability. |
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