ADT 2005 Annual Report Download - page 65

financial statements and review of financial statements and statutory and regulatory filings or
engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal
years. (All references to ‘‘$’’ in this Proxy Statement are to United States dollars.)
Fiscal Year 2005 Fiscal Year 2004
(in millions) (in millions)
Audit Fees ...................................... $80.0 $35.0
Audit-Related Fees ................................ $ 2.2 $ 3.5
Tax Fees ........................................ $10.1 $ 9.6
All Other Fees ................................... $ 1.3 $ 8.5
Total ......................................... $93.6 $56.6
Audit Fees for the fiscal years ended September 30, 2005 and 2004 were for professional services
rendered for the audits of the consolidated financial statements of the Company, the 2005 audit of
management’s assessment of internal control, quarterly review of the financial statements included in
Tyco’s Quarterly Reports on Form 10-Q, consents, comfort letters, international filings and other
assistance required to complete the year-end audit of the consolidated financial statements. The
increase in audit fees in the fiscal year ended September 30, 2005 from the fiscal year ended
September 30, 2004 related primarily to the performance of the audit of management’s assessment of
internal control.
Audit-Related Fees as of the fiscal years ended September 30, 2005 and 2004 were for assurance
and related services associated with acquisition/divestiture due diligence and carve-out audits.
Tax Fees as of the fiscal years ended September 30, 2005 and 2004 were for tax compliance
services.
All Other Fees as of the fiscal year ended September 30, 2005 were for project management and
support for non-financial systems software. All Other Fees as of the fiscal year ended September 30,
2004 were for internal audit support services.
None of the services described above was approved by the Audit Committee under the de minimus
exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Auditors
In March 2004, the Audit Committee adopted a pre-approval policy that provides guidelines for
the audit, audit-related, tax and other permissible non-audit services that may be provided by the
independent auditors. The policy identifies the guiding principles that must be considered by the Audit
Committee in approving services to ensure that the auditors’ independence is not impaired. The policy
provides that the Corporate Controller will support the Audit Committee by providing a list of
proposed services to the Committee, monitoring the services and fees pre-approved by the Committee,
providing periodic reports to the Audit Committee with respect to pre-approved services, and ensuring
compliance with the policy.
Under the policy, the Audit Committee annually pre-approves the audit fee and terms of the
engagement, as set forth in the engagement letter. This approval includes approval of a specified list of
audit, audit-related and tax services. Any service not included in the specified list of services must be
submitted to the Audit Committee for pre-approval. All services may not extend for more than
12 months, unless the Audit Committee specifically provides for a different period. The independent
auditor may not begin work on any engagement without confirmation of Audit Committee pre-approval
from the Corporate Controller or his or her delegate.
2006 Proxy Statement 47