Tyco International plc (TYC)

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TYCO International Ltd. (TYC)

March 06, 2013 9:00 am ET


Judith A. Reinsdorf - Executive Vice President and General Counsel

Edward D. Breen - Non-Executive Chairman


Judith A. Reinsdorf

[indiscernible] included the agenda item and the proposals of the Board of Directors. No shareholder has requested that an item be included on the agenda. We send the annual report for the 2012 fiscal year with the Proxy Statement, to registered shareholders and made it available on our website and at our office in Schaffhausen.

Now, I'd like to introduce Ed Breen, Chairman of the company.

Edward D. Breen

Thank you, Judy. On behalf of Brian Duperreault, your Lead Director; George Oliver, the company's Chief Executive Officer and the rest of your Board of Directors, I want to welcome you and thank you for participating in this meeting. As Chairman of the Board of Directors, I will preside 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 our Board of Directors are present. I'd like to take a moment to recognize them and [indiscernible] raise their hand: George Oliver, our CEO; Brian Duperreault, our Lead Director, retired President and Chief Executive Officer of Marsh & McLennan; Mike Daniels, retired Senior Vice President, Global Technology Services of IBM; Frank Drendel, Chairman of the CommScope; Rajiv Gupta, former Chairman and Chief Executive Officer of the Rohm and Haas Companies; Jack Krol, former Chairman, Chief Executive Officer of du Pont; Brendan O'Neill, former Chief Executive Officer of Imperial Chemical Industries; Sandra Wijnberg, Chief Administrative Officer of Aquiline Holdings; and David Yost, former President and Chief Executive Officer of AmerisourceBergen. I'd also like to take a moment to acknowledge Bill Stavropoulos, who retired from our board as of today's meeting and to thank him for his significant contributions to the company during 6 years of service on our board.

I'd now like to introduce others who are with us at today's meeting. As a representative of our Swiss auditors, I welcome Mr. Dirk Peeters of Deloitte. As a representative of our U.S. auditors, I welcome Mr. Chris Cooper of Deloitte. And as a representative of our special auditors, I welcome Mr. Christian Kanapka [ph] of PricewaterhouseCoopers. Finally, I would like to introduce Arun Nayar, Executive Vice President and CFO of the company; and Kevin Coen, Associate General Counsel; and Dr. Harald Maag, an attorney-at-law here in Z├╝rich. Arun and Kevin, act as the company proxy and Dr. Maag as the independent proxy.

Depending on the instructions received from shareholders, investors Nayar, Coen and Dr. Maag may vote separate blocks of shares both for and against each proposal and they may abstain as well. Under Swiss law, some of the resolutions to be taken today must be recorded by a Swiss public notary. Mr. Peeters is the public notary and he will record the relevant resolutions in a public deed. Broadridge Financial Solutions will serve as both counter and inspector of elections. Are there any objection to this appointment?


Judy, would you please address the formality [indiscernible].

Judith A. Reinsdorf

Article 16 of our Articles of Association requires that the general meeting of shareholders pass 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. If you need a ballot, please raise your hands so that [indiscernible] can give you. Shareholders who have a question concerning an agenda item will have the opportunity to ask questions when the proposals come up for consideration. Please raise your hand at that time.

We have now received the attendance list. As mentioned on this list, no registered shares are being represented by the shareholders in person. 380,141,933 registered shares with an aggregate nominal value of CHF 2,546,950,951 are being represented by the company. 114,860 registered shares with an aggregate nominal value of CHF 769,562 are being represented by the independent proxy. No shares are being represented by portfolio representative. In the aggregate, 380,256,793 registered shares with an aggregate nominal value of CHF 2,547,720,513 are represented in person or by proxy. I note that the majority of all shares entitled to vote are being represented and a quorum is present. The text of the agenda items and the proposals to be voted upon at the meeting are included in the final invitation distributed to each person.

Edward D. Breen

As the required formalities have been fulfilled. I hereby declare this meeting opened for the conduct of business. We will now move on 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 A. Reinsdorf

The first agenda item is the approval of the company's annual report, parent company financial statements and consolidated financial statements for the 2012 fiscal year. You will find copies of these statements in the 2012 annual report distributed to our shareholders. The board proposes that the company's annual report, the parent company financial statements and the consolidated financial statements for the year ended September 28, 2012 be approved. This proposal is made in accordance with the recommendations of our auditors and the auditors have informed me that they have no additional remarks to their report. If there are any questions or comments, please raise your hand at this time.

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