ADT 2005 Annual Report Download - page 64

PROPOSAL NUMBER TWO—RE-APPOINTMENT OF INDEPENDENT AUDITORS AND
AUTHORIZATION OF THE AUDIT COMMITTEE TO SET THEIR REMUNERATION
In accordance with Section 89 of the Companies Act 1981 of Bermuda, Tyco’s shareholders have
the authority to appoint Tyco’s independent auditors and to authorize the Audit Committee to set the
auditors’ remuneration. Appointment of the independent auditors and authorization of the Audit
Committee to set their remuneration requires the affirmative vote of a majority of the votes cast by the
holders of common shares represented at the Annual General Meeting in person or by proxy. The
Audit Committee and the Board recommend that shareholders reappoint Deloitte & Touche LLP as
Tyco’s independent auditors to serve until the 2007 Annual General Meeting and authorize the Audit
Committee of the Board to set their remuneration.
Representatives of Deloitte & Touche LLP are expected to be at the Annual General Meeting to
present the independent auditors’ report on the consolidated financial statements of the Company for
the fiscal year ended September 30, 2005. The representatives will also be given the opportunity to
make a statement if they desire to do so, and they will be available to respond to appropriate
questions.
The Audit Committee and the Board recommend that shareholders vote FOR the appointment of
Deloitte & Touche LLP and the authorization of the Audit Committee to set their remuneration.
PricewaterhouseCoopers LLP served as Tyco’s independent auditors for fiscal years prior to fiscal
2004 and for an interim period of fiscal 2004 through February 17, 2004. On February 17, 2004,
PricewaterhouseCoopers LLP resigned in accordance with the Companies Act 1981 of Bermuda after
being notified that the Board, upon the recommendation of the Audit Committee, had determined to
propose Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2004, effective as of
February 17, 2004.
The audit reports of Deloitte & Touche LLP for fiscal 2005 and 2004 on the Company’s
consolidated financial statements as of and for the years ended September 30, 2005 and 2004, did not
contain any adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to
uncertainty, audit scope or accounting principles, except that the opinion dated December 9, 2005,
included an explanatory paragraph relating to the Company’s change of its measurement date for its
pension and post retirement plans from September 30 to August 31.
During the fiscal year ended September 30, 2003 and the subsequent interim period through
February 17, 2004, there were no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedures which
disagreements, if not resolved to PricewaterhouseCoopers LLP’s satisfaction, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreement in
connection with its audit report on the Company’s consolidated financial statements for such year, and
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
During the fiscal year ended September 30, 2003 and the subsequent interim period through
February 17, 2004, the Company did not consult Deloitte & Touche LLP with respect to the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s consolidated financial statements, or any other
matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Audit and Non-Audit Fees
Aggregate fees for professional services rendered for Tyco by Deloitte & Touche LLP as of and for
the fiscal years ended September 30, 2004 and September 30, 2005 are set forth below. The aggregate
fees included in the Audit category are fees billed for the fiscal years for the audit of Tyco’s annual
46 2006 Proxy Statement