ADT 2005 Annual Report Download - page 66

In accordance with the policy, the Chair of the Audit Committee has been delegated the authority
by the Committee to pre-approve the engagement of the independent auditors when the entire
Committee is unable to do so. The Chair must report all such pre-approvals to the Audit Committee at
the next Committee meeting.
OTHER MATTERS
Costs of Solicitation
The cost of solicitation of proxies will be paid by Tyco. Tyco has engaged MacKenzie Partners, Inc.
as the proxy solicitor for the Annual General Meeting for an approximate fee of $9,500. In addition to
the use of the mails, certain directors, officers or employees of Tyco may solicit proxies by telephone or
personal contact. Upon request, Tyco will reimburse brokers, dealers, banks and trustees, or their
nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners
of common shares.
Presentation of Financial Statements
In accordance with Section 84 of the Companies Act 1981 of Bermuda, Tyco’s audited consolidated
financial statements for the fiscal year ended September 30, 2005 will be presented at the Annual
General Meeting. These statements have been approved by Tyco’s directors. There is no requirement
under Bermuda law that these statements be approved by shareholders, and no such approval will be
sought at the Annual General Meeting.
Registered and Principal Executive Offices
The registered and principal executive offices of Tyco are located at Second Floor, 90 Pitts Bay
Road, Pembroke HM 08, Bermuda. The telephone number there is [phone].
Shareholder Proposals for the 2007 Annual General Meeting
In accordance with the rules established by the SEC, as well as under the provisions of the
Amended and Restated Bye-laws, any shareholder proposal submitted pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934 intended for inclusion in the Proxy Statement for next year’s
annual general meeting of shareholders must be received by Tyco no later than September 26, 2006.
Such proposals should be sent to Tyco’s Secretary at Second Floor, 90 Pitts Bay Road, Pembroke HM
08, Bermuda. To be included in the Proxy Statement, the proposal must comply with the requirements
as to form and substance established by the SEC and the Amended and Restated Bye-laws, and must
be a proper subject for shareholder action under Bermuda law.
A shareholder may otherwise propose business for consideration or nominate persons for election
to the Board in compliance with U.S. federal proxy rules, Bermuda law and other legal requirements,
without seeking to have the proposal included in Tyco’s proxy statement pursuant to Rule 14a-8 under
the Exchange Act. Bermuda law provides that only Tyco shareholders holding not less than 5% of the
total voting rights or 100 or more registered Tyco shareholders together may require a proposal to be
submitted to an annual general meeting. Generally, notice of such a proposal must be deposited at the
registered office of Tyco not less than six weeks before the date of the meeting, unless the meeting is
subsequently called for a date six weeks or less after the notice has been deposited. Under Rule 14a-4
under the Exchange Act, proxies may be voted on matters properly brought before a meeting under
these procedures in the discretion of the Chairman without additional proxy statement disclosure about
the matter unless Tyco is notified about the matter at least 45 days before the first anniversary of the
date on which this proxy statement is first mailed to shareholders and the proponents otherwise satisfy
the requirements of Rule 14a-4. The deadline under Rule 14a-4 for next year’s meeting is December 9,
2006.
48 2006 Proxy Statement