Further information

8. Auditors

Each year, the Annual General Meeting of Shareholders of Adecco S.A. elects the statutory auditor. On May 11, 2010, the Annual General Meeting of Shareholders elected Ernst & Young Ltd, Zurich, as statutory auditor of the Company for the business year 2010.

Ernst & Young Ltd has served the Group as its Independent Auditors since 2002. Dominick Giuffrida coordinated the audit from 2008 to present.

The total fee for the Group audit of the Company and for the statutory audits of the Company’s subsidiaries for the fiscal year 2010 amounted to EUR 5.8 million.

For the fiscal year 2010, additional fees of EUR 0.2 million were charged for audit-related services such as advice on matters not directly related to the Group audit and other services. Fees for tax services were not significant, and fees for other services (mainly in connection to the issuance of comfort letters) amounted to an additional EUR 0.1 million.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. In this capacity, the Audit Committee discusses, together with the Independent Auditors, the conformity of the Company’s financial statements with accounting principles generally accepted in the United States and the requirements of Swiss law.

The Audit Committee regularly meets with the Independent Auditors, at least four times a year, to discuss the results of their examinations, and the overall quality of the Company’s financial reporting. During 2010, the Independent Auditors attended nine meetings and phone conferences of the Audit Committee. The Independent Auditors regularly have private sessions with the Audit Committee, without the CEO, the CFO, or any other member of the Executive Committee attending.

The Audit Committee assessed with the Company’s Independent Auditors the overall scope and plan for the 2010 audit of the Company. The Independent Auditors are responsible for expressing an opinion on the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States and the requirements of Swiss law. Further, the Independent Auditors are required, under the auditing standards generally accepted in the United States, to discuss, based on written reports, with the Audit Committee their judgments as to the quality, not just the acceptability, of the Company’s accounting policies as applied in the Company’s financial reporting, including the consistency of the accounting policies and their application and the clarity and completeness of the financial statements and disclosures. Further, the Independent Auditors are responsible for expressing opinions on the stand-alone financial statements of Adecco S.A. and certain Swiss subsidiaries in accordance with Swiss statutory requirements.

The Audit Committee oversees the work of the Independent Auditors and it reviews, at least annually, their qualification, performance and independence. It discusses with the Independent Auditors the auditors’ independence from management and the Company, and monitors the audit partner rotation. The Audit Committee considers the compatibility of non-audit services with the auditors’ independence and pre-approved all audit and non-audit services provided by the Independent Auditors. Services may include audit-related services, tax services, and other services.

The Audit Committee proposes the Independent Auditors to the Board of Directors for election by the shareholders and is responsible for approving the audit fees. Each year a proposal for fees for audit services is submitted by the Independent Auditors and validated by the CFO, before it is submitted to the Audit Committee for approval.