ADT 2006 Annual Report Download - page 57

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 2008 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 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.
The audit report of Deloitte & Touche LLP for fiscal 2006 and 2005 on the Company’s
consolidated financial statements as of and for the years ended September 30, 2006 and 2005, 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 included explanatory
paragraphs relating to the Company’s adoption of new accounting pronouncements during 2006 and to
a change of its measurement date for its pension and post retirement plans from September 30 to
August 31.
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 29, 2006 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
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 2006 Fiscal Year 2005
(in millions) (in millions)
Audit Fees ...................................... $ 90.2 $80.0
Audit-Related Fees ................................ $ 11.6 $ 2.2
Tax Fees........................................ $ 9.2 $10.1
All Other Fees ................................... $ 0.0 $ 1.3
Total .......................................... $111.0 $93.6
Audit Fees for the fiscal years ended September 29, 2006 and September 30, 2005 were for
professional services rendered for the audits of the consolidated financial statements of the Company,
the 2006 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.
Audit-Related Fees as of the fiscal year ended September 29, 2006 were primarily related to work
performed on the anticipated Proposed Separation of the company into three separate legal entities.
Audit related fees for the fiscal year ended September 30, 2005 were for assurance and related services
associated with acquisition/divestiture due diligence and carve-out audits.
2007 Proxy Statement 45