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10-K
http://www.sec.gov/Archives/edgar/data/949373/000119312513085036/d445565d10k.htm[9/11/2014 10:07:50 AM]
13a-15(f) and 15d-15(f) under the Exchange Act, our internal control over financial reporting is a process designed under the supervision of our
chief executive officer and our chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United
States of America.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary
to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America; that
receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on
our financial statements.
As of January 1, 2013, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on
the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). Based on this assessment, management has determined that our internal control over financial reporting was effective as
of January 1, 2013.
The effectiveness of our internal control over financial reporting as of January 1, 2013 has been audited by Grant Thornton LLP, an
independent registered public accounting firm, as stated in their report dated February 28, 2013, appearing under the heading “Report of
Independent Registered Public Accounting Firm,” in Part II, Item 8 of this report.
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Table of Contents
Changes in Internal Control over Financial Reporting
During the fourth quarter of 2012, there were no changes to our internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
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Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information relating to directors required by Item 10 will be included in our definitive proxy statement with respect to our 2013 Annual
Meeting of Stockholders (the “Proxy Statement”), which will be filed within 120 days after the close of the 2012 fiscal year, and is hereby
incorporated by reference.
Information relating to compliance with Section 16(a) required by Item 10 will be included in our Proxy Statement, which will be filed
within 120 days after the close of the 2012 fiscal year, and is hereby incorporated by reference.
Information regarding executive officers is included in Part I of this Form 10-K under the caption “Executive Officers of the Registrant.”
We adopted a Code of Conduct applicable to our chief executive officer, chief financial officer, chief accounting officer and other finance
leaders, which is a “code of ethics” as defined by applicable rules of the SEC. This code is publicly available on the Company’ s website. If we
makes any amendments to this code other than technical, administrative or other non-substantive amendments, or grants any waivers, including
implicit waivers, from a provision of this code to the our chief executive officer, chief financial officer or chief accounting officer, we will disclose
the nature of the amendment or waiver, its effective date and to whom it applies on its website or in a report on Form 8-K filed with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
This information will be included in our Proxy Statement, which will be filed within 120 days after the close of the 2012 fiscal year, and is
hereby incorporated by reference.