Dow Chemical 2009 Annual Report Download - page 191

Table of Contents
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the
participation of the Company’s Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Interim Chief Financial
Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules
13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and the Interim Chief Financial Officer concluded that the Company’s disclosure
controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
On April 1, 2009, the Company acquired Rohm and Haas Company (“Rohm and Haas”) (see Note D to the Consolidated Financial Statements). The
Company has extended its Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to
include Rohm and Haas. Management’s Report on Internal Control over Financial Reporting as of December 31, 2009 includes the acquired Rohm and Haas
businesses.
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control framework and
processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the
preparation of the Company’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that:
·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 properly to allow for the 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;
·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 consolidated financial statements; and
·provide reasonable assurance as to the detection of fraud.
Because of its inherent limitations, any system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect
misstatements.
Management assessed the effectiveness of the Company’s internal control over financial reporting and concluded that, as of December 31, 2009, such
internal control is effective. 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. The Rohm and Haas businesses acquired on April 1, 2009 are included in the scope
of management’s assessment.
The Company’s independent auditors, Deloitte & Touche LLP, with direct access to the Company’s Board of Directors through its Audit Committee, have
audited the consolidated financial statements prepared by the Company. Their report on the consolidated financial statements is included in Part II, Item 8.
Financial Statements and Supplementary Data. Deloitte & Touche LLP’s report on the Company’s internal control over financial reporting is included herein.
/s/  /s/ 
Andrew N. Liveris
President, Chief Executive Officer and
Chairman of the Board
William H. Weideman
Vice President and Interim Chief Financial Officer
/s/ RONALD C. EDMONDS
Ronald C. Edmonds
Vice President and Controller
February 19, 2010
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