HR Block 2012 Annual Report Download - page 100

As of the end of the period covered by this Form 10-K, we evaluated the effectiveness of the design and
operations of our Disclosure Controls. The controls evaluation was done under the supervision and with the
participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded our Disclosure Controls
were effective as of the end of the period covered by this Annual Report on Form 10-K.
(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING – Management is
responsible for establishing and maintaining adequate internal control over financial reporting for the Company,
as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of
the effectiveness of our internal control over financial reporting as of April 30, 2012 based on the framework in
“Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
Based on our assessment, management concluded that, as of April 30, 2012, the Company’s internal control
over financial reporting was effective based on the criteria set forth by COSO.
The Company’s external auditors that audited the consolidated financial statements included in Item 8,
Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on the
effectiveness of the Company’s internal control over financial reporting. This report appears near the beginning
of Item 8.
(c) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING – During the quarter ended April 30,
2012, there were no changes that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following information appearing in our definitive proxy statement, to be filed no later than 120 days after
April 30, 2012, is incorporated herein by reference:
䡲Information appearing under the heading “Election of Directors”;
䡲Information appearing under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance”; and
䡲Information appearing under the heading “Board of Directors’ Meetings and Committees” regarding
identification of the Audit Committee and Audit Committee financial experts.
We have adopted a Code of Business Ethics and Conduct that applies to our directors, officers and employees,
including our Chief Executive Officer, Chief Financial Officer, principal accounting officer and persons
performing similar functions. A copy of the Code of Business Ethics and Conduct is available on our website at
www.hrblock.com. We intend to provide information on our website regarding amendments to, or waivers
under, the Code of Business Ethics and Conduct.
86 H&R BLOCK 2012 Form 10K