ADT 2013 Annual Report Download - page 57

PROPOSAL NUMBER TWO
PROPOSAL NUMBER TWO—RATIFICATION OF
THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, oversight and evaluation of performance of the work of our
independent registered public accounting firm. On January 9, 2014, the Audit Committee appointed the firm of Deloitte & Touche LLP (“D&T”),
as the Company’s independent registered public accounting firm to audit ADT’s financial statements for the fiscal year ending September 26,
2014. The Audit Committee and the Board of Directors recommend that stockholders ratify the appointment of D&T as the Company’s
independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending September 26, 2014.
Stockholder approval of the appointment of D&T is not required, but the Audit Committee and the Board of Directors are submitting the selection
of D&T for ratification to obtain our stockholders’ views. In the event the stockholders do not ratify the appointment of D&T as the independent
auditors to audit our financial statements for fiscal year 2014, the Audit Committee and the Board of Directors will consider the voting results and
evaluate whether to select a different independent auditor.
Representatives of D&T 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.
Set forth below are the aggregate audit and non-audit fees billed to the Company by D&T for fiscal years 2012 and 3013:
Audit and Non-Audit Fees
2012 (1) 2013
Audit Fees $— $2,837,000
Audit Related Fees — 121,778
Tax Fees — 499,545
All Other Fees — 2,200
Total: — 3,460,523
(1) 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, (as defined under “Other Matters”), Tyco paid any audit, audit-related, tax and other fees of Deloitte, which
amounts covered expenses associated with the separation of ADT into a stand-alone public company from Tyco.
Audit Fees: These amounts represent fees of Deloitte & Touche LLP (“D&T”) for the audit of our annual consolidated financial statements, the
review of financial statements included in our quarterly Form 10-Q reports, the audit of internal control over financial reporting, and the services
that an independent auditor would customarily provide in connection with regulatory filings and similar engagements for the fiscal year.
Audit Related Fees: Audit-related fees consist of fees billed for services performed by D&T that are reasonably related to the performance of
the audit or review of the Company’s financial statements.
Tax Fees: Tax fees consist of fees billed for professional services performed by D&T with respect to tax compliance and tax planning and
advice.
All Other Fees: All Other Fees consist of permitted services other than those that meet the criteria above and primarily relate to accounting
subscriptions.
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.
The ADT Corporation 2014 Proxy Statement 45
PROXY STATEMENT