ADT 2009 Annual Report Download - page 87

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Tyco’s officers and Directors and
persons who beneficially own more than ten percent of Tyco’s common shares to file reports of
ownership and changes in ownership of such common shares with the SEC and NYSE. These persons
are required by SEC regulations to furnish Tyco with copies of all Section 16(a) forms they file. As a
matter of practice, Tyco’s administrative staff assists Tyco’s officers and Directors in preparing initial
reports of ownership and reports of changes in ownership and files those reports on their behalf. Based
on Tyco’s review of the copies of such forms it has received, as well as information provided and
representations made by the reporting persons, Tyco believes that all of its officers, Directors and
beneficial owners of more than ten percent of its common shares complied with Section 16(a) during
Tyco’s fiscal year ended September 25, 2009, with the following exception—due to an administrative
oversight the withholding of shares for payment of taxes upon the vesting of restricted stock units,
which occurred on September 30, 2008 for Messrs. Arditte, Breen, Coughlin, Davidson, Decker, Evard,
Gursahaney and Stewart and Ms. Siegel, was not reported until October 24, 2008.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is composed of three Directors, each of whom the Board has
determined meets the independence and experience requirements of the NYSE and the SEC. The
Audit Committee operates under a charter approved by the Board, which is posted on our website. As
more fully described in its charter, the Audit Committee oversees Tyco’s financial reporting process on
behalf of the Board. Management has the primary responsibility for the financial statements and the
reporting process. Management assures that the Company develops and maintains adequate financial
controls and procedures, and monitors compliance with these processes. Tyco’s independent auditors
are responsible for performing an audit in accordance with auditing standards generally accepted in the
United States to obtain reasonable assurance that Tyco’s consolidated financial statements are free
from material misstatement and expressing an opinion on the conformity of the financial statements
with accounting principles generally accepted in the United States. The internal auditors are
responsible to the Audit Committee and the Board for testing the integrity of the financial accounting
and reporting control systems and such other matters as the Audit Committee and Board determine.
In this context, the Audit Committee has reviewed the U.S. GAAP consolidated financial
statements and Swiss statutory financial statements for the fiscal year ended September 25, 2009, and
has met and held discussions with management, the internal auditors and the independent auditors
concerning these financial statements, as well as the report of management and the report of the
independent registered public accounting firm regarding the Company’s internal control over financial
reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. Management represented to the
Committee that Tyco’s U.S. GAAP consolidated financial statements were prepared in accordance with
U.S. GAAP and the Swiss statutory financial statements comply with Swiss law and Tyco’s Articles of
Association. In addition, The Committee has discussed with the independent auditors the auditors’
independence from Tyco and its management as required under Public Company Accounting Oversight
Board Rule 3526, Communication with Audit Committees Concerning Independence, and the matters
required to be discussed by Public Company Accounting Oversight Board Auditing Standard AU
Section 380 (Communication with Audit Committees) and Rule 2-07 of SEC Regulation S-X.
In addition, the Audit Committee has received the written disclosures and the letter from the
independent auditor required by applicable requirements of the Public Company Accounting Oversight
Board regarding the independent auditor’s communications with the Audit Committee concerning
independence. The Audit Committee has also received an unqualified opinion from Deloitte AG that
the Swiss statutory financial statements for the period ended September 25, 2009 comply with Swiss law
and the Company’s Articles of Association. Based upon the Committee’s review and discussions
referred to above, the Committee recommended that the Board include Tyco’s audited consolidated
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