ADT 2007 Annual Report Download - page 86

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 2007 Fiscal Year 2006
(in millions) (in millions)
Audit Fees ............................... $51.9 $ 90.2
Audit-Related Fees ......................... 36.1 11.6
Tax Fees ................................. 10.8 9.2
Total .................................... $98.8 $111.0
Audit Fees for the fiscal years ended September 28, 2007 and September 29, 2006 were for
professional services rendered for the audits of the consolidated financial statements of the Company,
the 2007 and 2006 audit 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 years ended September 28, 2007 and September 29, 2006 were
primarily related to work performed on the Separation of the Company into three separate legal
entities. Fees for the fiscal year ended September 28, 2007 included services related to divestitures.
Tax Fees as of the fiscal years ended September 28, 2007 and September 29, 2006 were for tax
compliance services.
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. No service may 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.
66 2008 Proxy Statement