Dow Chemical 2011 Annual Report Download - page 248

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The Dow Chemical Company and Subsidiaries
PART II
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 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 Chief Financial Officer concluded that the Company’s disclosure controls and
procedures were effective.
Changes in Internal Control Over Financial Reporting
Over a period of several years, the Company is implementing a new enterprise resource planning (“ERP”) system that will
eventually deliver a new generation of information systems and work processes for all Dow businesses. During the fourth
quarter of 2011, the Company completed the implementation of the ERP system for the businesses acquired from Rohm and
Haas Company. For a discussion of the risks related to the ERP system see “Part I, Item 1A. Risk Factors,” included herein.
The Company has updated the internal control processes and procedures that have been affected by the ERP system
implementation and believes that controls remain effective.
Other than as described above, 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 and 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 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
• 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.
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, 2011, 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 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.
February 15, 2012
/s/ ANDREW N. LIVERIS
Andrew N. Liveris
President, Chief Executive Officer and
Chairman of the Board
/s/ RONALD C. EDMONDS
Ronald C. Edmonds
Vice President and Controller
/s/ WILLIAM H. WEIDEMAN
William H. Weideman
Executive Vice President and
Chief Financial Officer