Energizer 2010 Annual Report Download - page 41

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ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)
31
2010 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 and the Report of the
Independent Registered Public Accounting Firm of the Energizer Holdings, Inc. is included as
part of Exhibit 13 attached hereto and incorporated by reference herein.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by this item, appearing under the Section captioned “Executive
Officers of the Registrant” in Item 4a, Part I of this Annual Report on Form 10-K, and the
information which will be in our Proxy Statement under the captions “Information About
Nominees and Other Directors,” “Board of Directors Standing Committees,” and “Committee
Charters, Governance and Codes of Conduct,” is hereby incorporated by reference.
The information required by this item with respect to Section 16(a) beneficial ownership
reporting compliance is set forth in our 2010 Proxy Statement under the caption “Section 16(a)
Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
The Company has adopted a code of ethics that is applicable to its executive officers and
employees, including its Chief Executive Officer, Executive Vice President and Chief Financial
Officer, and Controller, and a separate code of ethics applicable to its directors. The
Company’s codes of ethics have been posted on the Company’s website at
www.energizer.com under “About Energizer-Codes of Conduct.” In the event that an
amendment to, or a waiver from, a provision of one of the codes of ethics occurs and it is
determined that such amendment or waiver is subject to the disclosure provisions of Item 5.05
of Form 8-K, the Company intends to satisfy such disclosure by posting such information on its
website for at least a 12-month period.
Item 11. Executive Compensation.
The information required by this item, which will be in our Proxy Statement under the captions
“Director Compensation”, ”Executive Compensation,” “Board of Directors Standing Committees
– Compensation Committee Interlocks and Insider Participation” and “Nominating and
Executive Compensation Committee Report,” is hereby incorporated by reference. The
information contained in “Report of the Nominating and Executive Compensation Committee”
shall not be deemed to be “filed” with the Securities and Exchange Commission or subject to
the liabilities of the Exchange Act, except to the extent that the Company specifically
incorporates such information into a document filed under the Securities Act or the Exchange
Act.