ADT 2015 Annual Report Download - page 61

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, retention, oversight and evaluation of the performance of the
work of the Company’s independent registered public accounting firm. The Audit Committee reviews and evaluates the performance of the work
of the Company’s independent auditor’s lead audit partner, and as required by law, ensures the regular rotation of the lead audit partner having
primary responsibility for the audit and the regular rotation of the audit partner responsible for reviewing the audit. On January 7, 2016, the Audit
Committee appointed the firm of Deloitte & Touche LLP (“D&T”), as the Company’s independent registered public accounting firm to audit its
financial statements for fiscal year 2016. D&T has served as the Company’s independent registered public accounting firm continually since
September 2012. The Audit Committee and the Board of Directors believe that the continued retention of D&T as the Company’s independent
registered public accounting firm is in the best interests of the Company and its stockholders, and recommends that stockholders ratify the
appointment of D&T as the Company’s independent registered public accounting firm for fiscal year 2016. 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 Company’s independent auditors for
fiscal year 2016, 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 D&T has indicated that
no statement will be made, an opportunity for a statement will be provided.
The Audit Committee approves, in advance, all audit engagement fees and the terms of all audit services to be provided by the independent
auditor. Set forth below are the aggregate audit and non-audit fees billed to the Company by D&T for fiscal years 2014 and 2015:
Audit and Non-Audit Fees
2014 2015
Audit Fees $2,687,850 $2,687,028
Audit-Related Fees 40,800 29,685
Tax Fees 128,945 321,623
All Other Fees 2,000 2,000
Total: 2,859,595 3,040,336
Audit Fees: These amounts represent fees of 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, including the audits of employee benefit plans.
Tax Fees: Tax fees consist of fees billed for professional services performed by D&T with respect to tax compliance, tax planning and tax advice
for U.S. and Canadian operations.
All Other Fees: All Other Fees consist of permitted services other than those that meet the criteria above and relate to accounting research
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, and
from time to time, pre-approves the audit engagement fees and terms of all audit and permitted non-audit services to be provided by the
independent auditor.
The Audit Committee considered whether providing the non-audit services shown in the table above was compatible with maintaining D&T’s
independence and concluded that it was.
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 for fiscal year 2016.
The ADT Corporation 2016 Proxy Statement 51
PROXY STATEMENT