American Home Shield 2015 Annual Report Download - page 111

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Table of Contents
93
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
The Company’s CEO, Robert J. Gillette, and Senior Vice President and CFO, Alan J. M. Haughie, have evaluated the
Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the
end of the period covered by this Annual Report on Form 10-K as required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange
Act. Messrs. Gillette and Haughie have concluded that both the design and operation of the Company’s disclosure controls and
procedures were effective as of December 31, 2015.
Changes in internal control over financial reporting
No changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) or Rule 15d-15(f) under
the Exchange Act, occurred during the fourth quarter of fiscal 2015 that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal controls over financial
reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management assessed, under the supervision and with the participation of the Company’s CEO, Robert J.
Gillette, and Senior Vice President and CFO, Alan J.M. Haughie, the effectiveness of its internal control over financial reporting as of
December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded
that, as of December 31, 2015, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2015 and has expressed an unqualified opinion in their report
which is included herein.
ITEM 9B. OTHER INFORMATION
Announcement of Director Resignation
On February 23, 2016, David H. Wasserman informed the Company’s board of directors that he intends to resign as a
member of the board of directors in advance of the Company’s 2016 Annual Meeting of Stockholders to be held in early May. Mr.
Wasserman was appointed to the board as a designee of investment funds managed by, or affiliated with, CD&R, a former stockholder
of the Company. Mr. Wasserman’s resignation from the board is another step forward in the Company transitioning from directors
appointed by private equity funds to a board of directors comprised of independent directors.
2015 Annual Report 109