Proctor and Gamble 2015 Annual Report Download - page 75

73 The Procter & Gamble Company
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Ealuation of Disclosure Controls and Procedures.
The Company's President and Chief Executive Officer, A. G.
Lafley, 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. Lafley 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. Lafley and Moeller, to allow
their timely decisions regarding required disclosure.
Changes in Internal Control oer Financial Reorting.
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 9. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The oard 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. oertz (Chair) and Mr. Kenneth I. Chenault.
The information required by this item is incorporated by
reference to the following sections of the 2015 Proxy Statement
filed pursuant to Regulation 14A: the section entitled Election
of Directors the section entitled Corporate Governance, up to
but not including the subsection entitled oard Engagement
and Attendance the subsections of the Corporate Governance
section entitled Code of Ethics and entitled Shareholder
Recommendations of oard Nominees and Committee Process
for Recommending oard Nominees and the section entitled
Section 16(a) eneficial 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 2015 Proxy Statement
filed pursuant to Regulation 14A: the subsections of the
Corporate Governance section entitled Committees of the
oard and entitled Compensation Committee Interlocks and
Insider Participation and the portion beginning with the
section entitled Director Compensation up to but not including
the section entitled Security Ownership of Management and
Certain eneficial Owners.
Item 12. Security Ownership of Certain eneficial 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, 2015. The table includes
the following plans: The Procter & Gamble 1992 Stock Plan
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 2004 Long-Term Incentive
Plan The Procter & Gamble 2009 Stock and Incentive
Compensation Plan The Procter & Gamble 2013 Non-
Employee Directors' Stock Plan and The Procter & Gamble
2014 Stock and Incentive Compensation Plan.