E-Z-GO 2014 Annual Report Download - page 82

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Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures — We have carried out an evaluation, under the supervision and with the participation of our
management, including our Chairman, President and Chief Executive Officer (CEO) and our Executive Vice President and Chief
Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”)) as of the end of the fiscal year
covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are
effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or
submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management,
including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Report of Management — See page 38.
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting — See page 39.
Changes in Internal Controls — There have been no changes in our internal control over financial reporting during the fourth
quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Item 9B. Other Information
Effective February 25, 2015, the Board of Directors amended the Company’s Amended and Restated By-Laws by adding a forum
selection provision as a new Article XV of the By-Laws. The Amendment provides that, unless the Company consents in writing
to the selection of an alternative forum, the Delaware Court of Chancery will be the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Company, (ii) 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 its stockholders, (iii) 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 By-Laws, or (iv) any action asserting a claim governed
by the internal affairs doctrine.
The Amendment is designed to save the Company and its stockholders from the increased expense of defending against
duplicative litigation brought in multiple courts, and also to provide that claims involving Delaware law are decided by Delaware
courts.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Amendment, which is set forth as Article XV to the Company’s Amended and Restated By-Laws which are filed as
Exhibit 3.2 to this Annual Report on Form 10-K.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information appearing under “ELECTION OF DIRECTORS— Nominees for Director,” “—The Board of Directors—
Corporate Governance,” “—The Board of Directors— Code of Ethics,” “–Board Committees— Audit Committee,” and
“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in the Proxy Statement for our Annual Meeting of
Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K.
Information regarding our executive officers is contained in Part I of this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information appearing under “ELECTION OF DIRECTORS — The Board of Directors-- Compensation of Directors,”
“ELECTION OF DIRECTORS — Board Committees-- Compensation Committee Interlocks and Insider Participation,”
76 Textron Inc. Annual Report • 2014