ADT 2006 Annual Report Download - page 58

Tax Fees as of the fiscal years ended September 29, 2006 and September 30, 2005 were for tax
compliance services.
All Other Fees as of the fiscal year ended September 30, 2005 were for project management,
internal audit support services and support for non-financial systems software.
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.
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 29, 2006 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.
46 2007 Proxy Statement