American Home Shield 2008 Annual Report Download - page 130

Table of Contents
ITEM 9A(T). CONTROLS AND PROCEDURES
Effectiveness of Disclosure Controls and Procedures. ServiceMaster's Chief Executive Officer, J. Patrick Spainhour, and ServiceMaster's Senior
Vice President and Chief Financial Officer, Steven J. Martin, have evaluated ServiceMaster's disclosure controls and procedures (as defined in
Rule 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. ServiceMaster's disclosure controls and procedures include a roll-up
of financial and non-financial reporting that is consolidated in the principal executive office of ServiceMaster in Memphis, Tennessee. Messrs. Spainhour and
Martin have concluded that both the design and operation of ServiceMaster's disclosure controls and procedures are effective.
Management's Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable
assurance to the Company's management and board of directors regarding 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.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, it
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on
our assessment we believe that, as of December 31, 2008, the Company's internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, the Company's independent registered public accounting firm, has issued an attestation report on the effectiveness of our
internal control over financial reporting as of December 31, 2008. This attestation report is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting. No change in ServiceMaster's internal control over financial reporting occurred during the
fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, ServiceMaster's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
As previously disclosed in ServiceMaster's quarterly report on Form 10-Q for the period ended September 30, 2008, Deloitte & Touche LLP ("Deloitte"),
ServiceMaster's independent audit firm, in September 2008 advised the audit committee for ServiceMaster Global Holdings, Inc., the indirect parent of
ServiceMaster (the "Audit Committee"), and ServiceMaster that Deloitte had learned that a former partner who had been the advisory partner on Deloitte's
client service team for ServiceMaster from May 2002 until July 2006 (the "Service Period") had engaged in trades involving ServiceMaster securities during
the Service Period.
Deloitte concluded that these personal securities transactions violated the SEC's auditor independence rules, as well as Deloitte's own policies on auditor
independence. Deloitte conducted an internal review and concluded that the former advisory partner's actions did not impair Deloitte's impartiality, objectivity
or independence or that of the engagement team that has conducted ServiceMaster's audits. Deloitte's audit engagement team consisted of a lead client service
partner, who had responsibility for all substantive issues with respect to the planning, scope and conduct of the audit, an additional audit partner, a concurring
review partner, a senior manager, additional professional staff, as well as the former advisory partner, who functioned primarily in a client relationship and
assessment role and did not have a substantive or technical role in the audit. The
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