Tyco International's Annual Shareholder Meeting - Conference Call Transcript

Tyco International Ltd. ( TYC)

Shareholders Meeting

March 07, 2012 09:00 a.m. ET


Judith Reinsdorf – Executive Vice President and General Council

Edward Breen – Chairman, CEO

Frank Sklarsky – EVP, Chief Financial Officer


Judith Reinsdorf

Good afternoon ladies and gentlemen, welcome to the 2012 Annual General Meeting of Shareholders of Tyco International. I’m Judy Reinsdorf, Executive Vice President and General Council of Tyco.

Before we move to the items on today’s agenda, I would like to address a few administrative items. The company provided notice of the meeting and a Proxy Statement mailed to shareholders on January 19 th, 2012. In addition on February 8, 2012, the company published the invitation to this meeting and the agenda in the Swiss Official Gazette of Commerce and on the company’s website.

The Proxy Statement and the published invitation included the agenda items and the proposed for the Board of Directors. No shareholder has requested that an item be included on the agenda. The Annual Report to the 2011 fiscal year was sent with the Proxy Statement to registered shareholders and made available on our website and on our office in Schaffhausen.

Now I’d like to introduce Ed Breen, Chairman and Chief Executive Officer of the company.

Edward Breen

Great, thank you, thank you, Judy. On behalf of Bruce Gordon, your Lead Director and the rest of your Board of Directors, I want to welcome and thank you for participating in this meeting. As Chairman of the Board of Directors, I would reside over the meeting. Judy Reinsdorf will take the minutes of today’s meeting. We will also be recording the proceedings for replay on our website.

I note that the following members of the Board of Directors are present and I’d ask to each stand and be recognized. Bruce Gordon our Lead Director and Former President and Chief Executive Officer of the NAACP. Mike Daniels Senior Vice President, Global Technology Services of IBM. Tim Donahue, former Executive Chairman of Sprint Nextel Corporation, Brian Duperreault, President and Chief Executive Officer of Marsh & McLennan Companies, Raj Gupta former Chairman and Chief Executive Officer of Rohm and Haas Company.

Jack Krol Former Chairman and Chief Executive Officer of DuPont, Brendan O'Neill, Former Chief Executive Imperial Chemical Industries, Dinesh Paliwal, Chairman, President and Chief Executive Officer of Harman International. Bill Stavropoulos, Former Chairman, President and Chief Executive Officer of Dow Chemical Company, Sandra Wijnberg, Chief Administrative Officer of Aquiline Holdings LLC and David Yost, Former President and Chief Executive Officer of AmerisourceBergen Corporation.

I’d also like to introduce others who are here with us in today’s meeting. As a representative of our Swiss Auditors, I welcome Mr. Peters of Deloitte as the representative of our U.S. orders. I welcome Mr. Cooper of Deloitte. And as a representative of our special auditors, I welcome Mr. Kanapca of Price Waterhouse Coopers, would you all please stand to be recognized. Okay, great, thanks guys.

Finally, I’d like to introduce Frank Sklarsky, Executive Vice President and CFO of the company. And Dr. Mag our Attorney at Large here in Zurich, Frank Sklarsky, acts as the company’s Proxy and Dr. Mag as the independent Proxy. Depending on the instructions received from shareholders, Mr. Sklarsky and Dr. Mag may build separate blocks of shares both for and against each proposal. And they may abstain as well.

Under Swiss Wall, some of the resolution could be taken today must be recorded by Swiss Public Notary. Mr. Peter is the Public Notary and he will record the relevant resolutions in a public feed. Broadridge Financial Solutions will serve as Vote Counter and Inspector of Elections. Are there any objections to this appointment?

Judy, would you please address the formalities of the meeting.

Judith Reinsdorf

Article 16 of our Articles of Association requires that the General Meeting of Shareholders cash each proposed resolution with the affirmative vote of at least the majority of the votes cast at today’s meeting. Today’s resolutions and elections will be taken by written ballot. Shareholders who have a question concerning and agenda item will have the opportunity to ask questions when the proposals come up for consideration. Please use the microphone which is available.

We have now received the attendance list. As mentioned on this list, no registered shares have been represented by the shareholders in person. 383,580,801 registered shares with an aggregate nominal value of 2,569,991,367 Swiss Franks are being represented by the company. 88,500 registered shares with an aggregate nominal value of 592,950 Swiss Franks are being represented by the independent Proxy.

No shares are being represented by portfolio representatives. In the aggregate 383,669,301 registered shares with an aggregate nominal value of 2,570,584,317 Swiss Franks are represented in person or by Proxy.

I note that the majority of all shares entitled to vote are being represented and a corm (ph) is present. The tax of the agenda items and the proposal to be voted upon at the meeting are included in the final invitation distributed to each person.

Edward Breen

As the required formalities have been fulfilled, I hereby declare this meeting open for the conduct to business. We will now move on to today’s agenda items and after all proposals have been submitted and discussed, vote on each proposal that has been duly brought before this meeting.

Judith Reinsdorf

The first agenda item is the approval of the company’s Annual Report, parent company financial statements and consolidated financial statements for the 2011 fiscal year. You will find copies of these statements in the 2011 Annual Report. We have copies available for you on the company’s information table located just outside the auditorium.

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