ADT 2010 Annual Report Download - page 23

PROPOSAL NUMBER FOUR—ELECTION OF AUDITORS
Proposal 4.a—Appointment of Statutory Auditors
Our shareholders must elect a firm as statutory auditor. The statutory auditor’s main task is to
audit our consolidated financial statements and parent company financial statements that are required
under Swiss law. The Board has recommended that Deloitte AG (Z¨ urich), General Guisan-Quai 38,
8002 Z¨ urich, Switzerland, be elected as our statutory auditor for our consolidated financial statements
and the parent company financial statements of Tyco International Ltd.
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.
For independent auditor fee information and information on our pre-approval policy of audit and
non-audit services, see Proposal 4.b below. Please also see the Audit Committee Report included in this
Proxy Statement for additional information about our statutory auditors.
The Board recommends a vote FOR the election of Deloitte AG (Z¨ urich) as the Company’s
statutory auditor until our next annual ordinary general meeting.
Proposal 4.b—Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors recommends that shareholders ratify the
appointment of Deloitte & Touche LLP (United States), Two World Financial Center, New York, NY
10281-1414, an affiliate of Deloitte AG (Z¨ urich), as Tyco’s independent registered public accounting
firm for purposes of United States securities law reporting for the year ending September 30, 2011.
The Audit Committee is responsible for the annual retention of our independent registered public
accounting firm, subject to the affirmative vote of a majority of the votes cast by shareholders at the
Annual General Meeting. The Audit Committee is directly responsible for the appointment,
compensation, oversight, and evaluation of performance of the work of the external auditors. The Audit
Committee has recommended the ratification of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for purposes of United States securities law reporting for the year
ending September 30, 2011.
Representatives of Deloitte & Touche LLP are expected to be at the Annual General Meeting and
they will be available to respond to appropriate questions.
Audit and Non-Audit Fees
Aggregate fees for professional services rendered to Tyco by Deloitte AG (Z¨ urich) and Deloitte &
Touche LLP (collectively ‘‘Deloitte’’) as of and for the fiscal years ended September 24, 2010 and
September 25, 2009 are set forth below. The aggregate fees included in the Audit category are fees
billed for fiscal year 2009 and billed (or reasonably expected to be billed) for fiscal year 2010 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 for such services.
Fiscal Year 2010 Fiscal Year 2009
(in millions) (in millions)
Audit Fees ............................... $29.2 $35.2
Audit-Related Fees ......................... 2.3 2.1
Tax Fees ................................. 0.2 2.6
Total .................................... $31.7 $39.9
Audit Fees for the fiscal years ended September 24, 2010 and September 25, 2009 were for
professional services rendered for the integrated audits of our consolidated financial statements and
2011 Proxy Statement 15