Tech Data 2014 Annual Report Download - page 71

Table of Contents
None.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified
time periods. Tech Data’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act), as of January 31, 2014. Based on this evaluation and considering the material weaknesses in internal control over financial
reporting described below in "Management's Report on Internal Control Over Financial Reporting," the Company’s CEO and CFO concluded
that the Company's disclosure controls and procedures were not effective as of such date.
The Company engaged significant internal and external resources to perform supplemental procedures to assist in reviewing its financial
statements and accounting practices in light of the material weaknesses described below.
Management
’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule
13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States ("US GAAP").
Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under
the supervision of, the CEO and CFO and is effected by the board of directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with US
GAAP. Internal control over financial reporting includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also,
projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our CEO and CFO, assessed the effectiveness of the Company’s internal control over financial
reporting as of January 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (1992 Framework). Based on our assessment
and due to the material weaknesses discussed below, we have concluded that, as of January 31, 2014, the Company’s internal control over
financial reporting was not effective based on those criteria.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely
basis.
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ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
ITEM 9A.
Controls and Procedures.
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with US GAAP, and that the receipts and expenditures of the Company are being made only in accordance with appropriate
authorization of management and the board of directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.