ADT 2011 Annual Report Download - page 30

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 appointment of the
statutory auditors requires the affirmative vote of an absolute majority of the votes cast by the holders
of common shares represented at the Annual General Meeting in person or by proxy, whereby blank
votes and abstentions are included in establishing the number of votes cast.
The Audit Committee and the Board unanimously recommend 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 shareholder approval 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 28, 2012.
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 30, 2011 and
September 24, 2010 are set forth below. The aggregate fees included in the Audit category are fees
billed for fiscal year 2010 and billed (or reasonably expected to be billed) for fiscal year 2011 for the
audit of Tyco’s annual financial statements and review of interim financial statements and statutory and
16 2012 Proxy Statement