ADT 2010 Annual Report Download - page 18

PROPOSAL NUMBER ONE—APPROVAL OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
The Company’s Annual Report to Shareholders for the fiscal year ended September 24, 2010,
which accompanies this Proxy Statement, includes the parent company financial statements of Tyco
International Ltd. (which do not consolidate the results of operations for Tyco’s subsidiaries) and the
Company’s consolidated financial statements for the year ended September 24, 2010, and contains the
reports of our statutory auditor and our independent registered public accounting firm, as well as
information on the Company’s business, organization and strategy. Copies of our 2010 Annual Report
and this proxy statement are available on the Internet in the Investor Relations section of Tyco’s
website at www.tyco.com.
Deloitte AG (Z¨ urich), as the Company’s statutory auditor, has issued an unqualified
recommendation to the Annual General Meeting that Tyco International Ltd’s parent company
financial statements be approved. As the Company’s statutory auditor, Deloitte AG (Z¨ urich) has
expressed its opinion that the financial statements for the period ended September 24, 2010 comply
with Swiss law and the Company’s Articles of Association.
Deloitte AG (Z¨ urich) has also issued a recommendation to the Annual General Meeting that the
Company’s consolidated financial statements be approved. As the Company’s statutory auditor, Deloitte
AG (Z¨ urich) has expressed its opinion that the consolidated financial statements present fairly, in all
material respects, the financial position of Tyco International Ltd., the results of operations and the
cash flows in accordance with accounting principles generally accepted in the United States of America
(US GAAP) and comply with Swiss law.
Representatives of Deloitte AG (Z¨ urich), will attend the Annual General Meeting and will have an
opportunity to make a statement if they wish. They will also be available to answer questions at the
meeting.
Under Swiss law, our annual report, parent company financial statements of Tyco
International Ltd. and consolidated financial statements for the year ended September 24, 2010 must
be submitted to shareholders for approval at each annual general meeting.
The Board unanimously recommends that shareholders vote FOR approval of the Company’s
annual report, parent company financial statements of Tyco International Ltd. and consolidated
financial statements for the year ended September 24, 2010.
PROPOSAL NUMBER TWO—DISCHARGE OF THE BOARD OF DIRECTORS FROM LIABILITY
FOR THE FINANCIAL YEAR ENDED SEPTEMBER 24, 2010
The Board proposes that the members of the Board of Directors be discharged from liability for
the financial year ended September 24, 2010.
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of
the Swiss Code of Obligations, shareholders are requested to discharge the members of the Board of
Directors from liability for their activities during the year ended September 24, 2010. This discharge
excludes liability claims brought by the Company or shareholders against the members of the Board of
Directors for activities carried out during the year ended September 24, 2010 relating to facts that have
not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda
item are not bound by the result for a period ending six months after the vote.
The Board unanimously recommends that shareholders vote FOR the discharge of the members of
the Board of Directors from liability for activities during the year ended September 24, 2010.
10 2011 Proxy Statement