ADT 2012 Annual Report Download - page 85

PROPOSAL NUMBER TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors is responsible for the annual retention of our independent
registered public accounting firm, subject to stockholder approval at the Annual Meeting. The Audit Committee
is directly responsible for the appointment, compensation, oversight and evaluation of performance of the work
of the external auditors. On September 27, 2012, Thomas Colligan, as the then sole member of the Audit
Committee, appointed the firm of Deloitte & Touche LLP (United States), Two World Financial Center, New
York, NY 10281-1414, as ADT’s independent registered public accounting firm to audit ADT’s financial
statements for the fiscal year ending September 27, 2013, and at a meeting held on September 28, 2012, the
Audit Committee and the Board of Directors ratified this appointment. The Audit Committee and the Board of
Directors recommend that stockholders ratify the appointment of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm to audit the Company’s financial statements for the fiscal year
ending September 27, 2013.
Representatives of Deloitte & Touche LLP will attend the Annual Meeting and will be available to respond
to appropriate questions. Although the audit firm has indicated that no statement will be made, an opportunity for
a statement will be provided. Stockholder approval of the appointment of Deloitte & Touche LLP is not required,
but the Audit Committee and the Board of Directors are submitting the selection of Deloitte & Touche LLP for
ratification to obtain our stockholders’ views. In the event the stockholders do not ratify the appointment of
Deloitte & Touche LLP as the independent auditors to audit our financial statements for fiscal year 2013, the
Audit Committee and the Board of Directors will consider the voting results and evaluate whether to select a
different independent auditor.
Audit and Non-Audit Fees
For the fiscal year ended September 28, 2012 (the date of our Separation from Tyco), we did not pay any
fees for professional services to Deloitte AG (Zurich), Deloitte & Touche LLP (United States) and their
respective affiliates (collectively “Deloitte”). Prior to the Spin-off, Tyco paid any audit, audit-related, tax and
other fees of Deloitte, which amounts covered expenses associated with the Spin-off of ADT from Tyco. We will
provide such disclosure of expenses on a standalone go forward basis.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Auditors
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.
Under the policy, the Audit Committee annually pre-approves the audit engagement fees and terms of all
audit services to be provided by the independent auditor.
The Audit Committee and the Board of Directors unanimously recommend that stockholders vote
FOR the ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.
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