ADT 2005 Annual Report Download - page 69

APPENDIX A
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee is appointed by the Board to assist the Board in monitoring:
a. The integrity of the financial statements of the Company,
b. The outside auditor’s independence and qualifications,
c. The performance of the Company’s internal and external auditor,
d. The compliance by the Company with legal and regulatory requirements, and
e. The effectiveness of the Company’s internal controls.
The Audit Committee also is responsible for:
a. Preparing the report required by the rules of the Securities and Exchange Commission
(‘‘SEC’’) to be included in the Company’s annual proxy statement, and
b. Overseeing the Company’s policies, practices and compliance regarding its Guide to Ethical
Conduct.
AUTHORITY
The Audit Committee has authority to conduct or authorize investigations into any matters
within its scope of responsibility. Such authority includes but is not limited to:
a. Retain outside counsel, accountants, outside advisors, consultants, or others to assist in the
conduct of an investigation or as it determines appropriate to advise or assist in the
performance of its functions.
b. Seek any information it requires from employees or external parties. Employees and external
parties will be directed to cooperate and comply with the committee’s requests.
c. Meet with the senior internal auditor, company officers, external auditors, or outside counsel,
as necessary.
COMPOSITION
The Audit Committee shall have at least three members, each of whom shall meet the
independence and experience requirements of the New York Stock Exchange, as determined by the
Board. The Board, after due consideration of the recommendation of the Corporate Governance and
Nominating Committee, shall appoint the members of the Audit Committee and designate its chair.
Committee members may not serve on more than two additional Audit Committees of other public
companies without the approval of the full Board of Directors.
Each member of the Audit committee will be financially literate, as determined by the board.
At least one member of the Audit Committee will qualify as an ‘‘audit committee financial expert,’’ as
defined by the SEC.
MEETINGS
The Audit Committee shall meet at least six times a year, and may meet additionally as it
deems necessary or appropriate in its judgment, either in person or telephonically. The Audit
Committee shall meet at least quarterly with management, the senior internal auditor, and the external
auditor in separate executive sessions.
2006 Proxy Statement A-1