Computer Associates 2015 Annual Report Download - page 56

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure
controls and procedures are effective at the end of the period covered by this Form 10-K.
(b) Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company; and
(iii) 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 Company’s financial statements.
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 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.
Management conducted its evaluation of the effectiveness of internal control over financial reporting at March 31, 2015
based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Management’s evaluation included the design of the Company’s
internal control over financial reporting and the operating effectiveness of the Company’s internal control over financial
reporting. Based on that evaluation, the Company’s management concluded that the Company’s internal control over
financial reporting was effective as of the end of the period covered by this Form 10-K.
The Company’s independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company’s
internal control over financial reporting as stated in their report which appears on page 63 of this Form 10-K.
(c) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting, as that term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act, that occurred during the fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial reporting.
In the second quarter of fiscal year 2015, the Company implemented and began using its global enterprise resource planning
system to process accounting transactions in Asia and Pacific countries. The Company will continue to monitor and test this
system as part of management’s annual evaluation of internal control over financial reporting.
Item 9B. Other Information.
On May 6, 2015, the Company’s Board of Directors approved an amendment to the Company’s By-laws (the ‘‘By-laws’’),
which became effective upon such approval. The amendment to the By-laws added Article XI to the By-laws, which
provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum
for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of
a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s
stockholders, (3) any action asserting a claim against the Company or any director or officer or other employee of the
Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of
Incorporation or the By-laws (in each case, as may be amended from time to time), or (4) any action asserting a claim
against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine
shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware).
The By-laws, as amended, are filed as Exhibit 3.2 to this Annual Report on Form 10-K and are incorporated herein by
reference. The preceding description of the By-laws is qualified in its entirety by reference to the complete copy of the
By-laws.
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