ADT 2007 Annual Report Download - page 85

Management represented to the Committee that Tyco’s consolidated financial statements were prepared
in accordance with generally accepted accounting principles. The Committee discussed with the
independent auditors the matters required to be discussed by Statement on Auditing Standards
No. 114.
In addition, the Committee has discussed with the independent auditors the auditors’
independence from Tyco and its management, including the matters in the letter from the independent
auditors required by the Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees).
Based upon the Committee’s review and discussions referred to above, the Committee
recommended that the Board include Tyco’s audited consolidated financial statements in Tyco’s Annual
Report on Form 10-K for the fiscal year ended September 28, 2007 filed with the Securities and
Exchange Commission.
Submitted by the Audit Committee,
Jerome B. York, Chair
Bruce S. Gordon
Brendan R. O’Neill
William S. Stavropoulos
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 2009 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.
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 28, 2007 and September 29, 2006 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
2008 Proxy Statement 65