C O R P O R AT E G OV E R N A N C E S TAT E M E N T IT IS THE AIM OF ADT TO MEET BEST PRACTICE IN CORPORATE GOVERNANCE, WITH A FRAMEWORK DESIGNED TO: • • •
Enable the board to provide strategic guidance for ADT and effective oversight of management Clarify the respective roles and responsibilities of board members and senior executives in order to facilitate board and management accountability to ADT and its stakeholders Ensure a balance of authority so that no single individual has unfettered powers
ROLE OF THE BOARD AND ITS MEMBERSHIP
ROLE OF MANAGEMENT
The board is responsible for the corporate governance of ADT. It oversees the business and affairs of the company, approves the strategies and financial objectives to be implemented by management, and monitors standards of performance against those plans in achieving the company’s goals.
The role and responsibility of management is to: •
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The membership of the board will be directed by the following requirements: •
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The constitution of ADT specifies that there must be at least three directors and no more than ten. The board may determine the size of the board within those limits The board must consist of a majority of independent directors who satisfy the criteria for independence adopted by the board The Chair of the board must be an independent director who satisfies the criteria for independence adopted by the board The board should, collectively, have the appropriate level of personal qualities, skills, experience and time commitment to properly fulfil its responsibilities or have ready access to such skills where they are not available
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The board may also establish committees to assist it in carrying out its responsibilities. The board will adopt charters setting out the membership, administration, purpose, responsibilities and functions appropriate to each committee. In 2016, committees in operation were the Learning Committee, Governance & Nomination Committee and Marketing Committee.
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Recommend the strategic direction, plans and options for the board’s consideration and translate the board’s approved strategic direction into the operations of the business Assume the day to day responsibility for ADT’s conformance with relevant laws and regulations and its compliance framework Achieve the performance targets set by the board Develop, implement and manage ADT’s risk management and internal control frameworks Develop, implement and update ADT’s policies and procedures Be alert to relevant trends in the industry and ADT’s operating environment and respond accordingly Provide sufficient and relevant information to the board to enable the board to effectively discharge its responsibilities Act as a conduit between the board and ADT Manage ADT’s human, physical and financial resources to achieve ADT’s objectives