Proctor and Gamble 2012 Annual Report Download - page 78
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Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
The Company's President and Chief Executive
Officer, Robert A. McDonald, and the Company's Chief
Financial Officer, Jon R. Moeller, performed an evaluation
of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 (Exchange Act)) as of the end of the
period covered by this Annual Report on Form 10-K.
Messrs. McDonald and Moeller have concluded
that the Company's disclosure controls and procedures were
effective to ensure that information required to be disclosed
in reports we file or submit under the Exchange Act is
(1) recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange
Commission rules and forms, and (2) accumulated and
communicated to our management, including Messrs.
McDonald and Moeller, to allow their timely decisions
regarding required disclosure.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over
financial reporting that occurred during the Company's
fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal
control over financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The Board of Directors has determined that the
following members of the Audit Committee are independent
and are Audit Committee financial experts as defined by
SEC rules: Ms. Patricia A. Woertz (Chair) and Mr. Kenneth
I. Chenault.
The information required by this item is
incorporated by reference to the following sections of the
2012 Proxy Statement filed pursuant to Regulation 14A: the
sections entitled Election of Directors, Nominees for
Election of Directors with Terms Expiring in 2013,
Corporate Governance, up to but not including the
subsection entitled Board Engagement and Attendance; the
section entitled Code of Ethics; and the section entitled
Section 16(a) Beneficial Ownership Reporting Compliance.
Pursuant to Instruction 3 of Item 401(b) of Regulation S-K,
Executive Officers of the Registrant are reported in Part I of
this report.
Item 11. Executive Compensation.
The information required by this item is
incorporated by reference to the following sections of the
2012 Proxy Statement filed pursuant to Regulation 14A: the
portion of the Corporate Governance section entitled
Committees of the Board and the portion beginning with
Director Compensation up to but not including the section
entitled Security Ownership of Management and Certain
Beneficial Owners.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
The following table gives information about the
Company's common stock that may be issued upon the
exercise of options, warrants and rights under all of the
Company's equity compensation plans as of June 30, 2012.
The table includes the following plans: The Procter &
Gamble 1992 Stock Plan; The Procter & Gamble 1992 Stock
Plan (Belgian Version); The Procter & Gamble 1993 Non-
Employee Directors' Stock Plan; The Procter & Gamble
Future Shares Plan; The Procter & Gamble 2001 Stock and
Incentive Compensation Plan; The Procter & Gamble 2003
Non-Employee Directors' Stock Plan; The Gillette Company
1971 Stock Option Plan; The Gillette Company 2004 Long-
Term Incentive Plan; and The Procter & Gamble 2009 Stock
and Incentive Compensation Plan.