ADT 2009 Annual Report Download - page 35

internal controls over financial reporting, quarterly reviews of the condensed consolidated financial
statements included in Tyco’s Quarterly Reports on Form 10-Q, statutory audits, 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 25, 2009 were primarily related to final
services for the divestiture of our Infrastructure Services business, but also included services performed
for our change in domicile from Bermuda to Switzerland, XBRL implementation and other required
filings. Fees for the fiscal year ended September 26, 2008 were primarily related to services performed
for divestitures of various businesses, including our Infrastructure Services business.
Tax Fees as of the fiscal years ended September 25, 2009 and September 26, 2008 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.
Please see the Audit Committee Report included in this proxy statement for additional information
about Deloitte & Touche LLP.
The Audit Committee and the Board recommend that shareholders vote FOR the ratification of
Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.
Proposal 4.c—Appointment of Special Auditors
Under Swiss law, special reports by an auditor are required in connection with certain corporate
transactions, including certain types of increases or decreases in share capital. Because of the auditor
independence requirements under U.S. Federal securities laws, we do not believe Deloitte AG (Z¨ urich)
can act as our special auditing firm with respect to certain types of capital changes.
Our Board of Directors has recommended that the election of PricewaterhouseCoopers AG
(Z¨ urich) Birchstrasse 160, CH-8050 Z¨ urich, Switzerland as special auditing firm until our next annual
general meeting be submitted for consideration at the 2010 Annual General Meeting.
The Board recommends that shareholders vote FOR the appointment of PricewaterhouseCoopers
AG (Z¨ urich) as the Company’s special auditing firm until our next annual general meeting.
2010 Proxy Statement 15