ADT 2011 Annual Report Download - page 31

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 2011 Fiscal Year 2010
(in millions) (in millions)
Audit Fees ............................... $24.4 $29.2
Audit-Related Fees ......................... 0.4 2.3
Tax Fees ................................. 0.2 0.2
Total .................................... $25.0 $31.7
Audit Fees for the fiscal years ended September 30, 2011 and September 24, 2010 were for
professional services rendered for the integrated audits of our consolidated financial statements and
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 30, 2011 were primarily related to services
rendered in connection with the Company’s sale of a majority interest in its Electrical and Metal
Products business, its acquisition of Signature Security, and for compliance with regulatory
requirements. Fees for the fiscal year ended September 24, 2010 were primarily related to services
rendered in connection with the Company’s planned spin-off of its Electrical and Metal Products
business and its acquisition of Brink’s Home Security Holdings, Inc. (Broadview Security).
Tax Fees as of the fiscal years ended September 30, 2011 and September 24, 2010 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 for a specific service
when the entire Committee is unable to do so. All such pre-approvals must be reported to the Audit
Committee at the next Committee meeting.
2012 Proxy Statement 17