ADT 2008 Annual Report Download - page 75

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 2010 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 26, 2008 and September 28, 2007 are set forth below. The aggregate
fees included in the Audit category are fees billed for fiscal year 2007 and reasonably expected to be
billed for fiscal year 2008 for the audit of Tyco’s annual financial statements and review of interim
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 2008 Fiscal Year 2007
(in millions) (in millions)
Audit Fees ............................... $42.8 $51.9
Audit-Related Fees ......................... 4.0 36.1
Tax Fees ................................. 7.5 10.8
Total .................................... $54.3 $98.8
Audit Fees for the fiscal years ended September 26, 2008 and September 28, 2007 were for
professional services rendered for the audits of the consolidated financial statements of the Company,
the 2008 and 2007 audit of internal control, quarterly review of the condensed consolidated 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 fees for fiscal 2007 include the cost of audit and quarterly review procedures
performed on Tyco’s Healthcare and Electronics businesses prior to their separation from Tyco
International at the end of the third fiscal quarter of 2007.
Audit-Related Fees as of the fiscal year ended September 26, 2008 were primarily related to services
performed for divestitures of various businesses, including the Company’s Infrastructure Services
business. Fees for the fiscal year ended September 28, 2007 were primarily related to work performed
on the Separation of the Company into three separate legal entities, representing approximately 72% of
the total audit related fees, and for services performed associated with the divestiture of the Company’s
Infrastructure Services business, representing 22% of the total audit-related fees.
Tax Fees as of the fiscal years ended September 26, 2008 and September 28, 2007 were for tax
compliance services.
58 2009 Proxy Statement