HR Block 2014 Annual Report Download - page 99

H&R Block, Inc. | 2014 Form 10-K 91
include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusions of
two or more people or by management override of the control. Because of the inherent limitations in a cost-effective,
maturing control system, misstatements due to error or fraud may occur and not be detected.
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, 2014 based on the criteria established in "Internal Control – Integrated
Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), using the
1992 framework.
Based on our assessment, management concluded that, as of April 30, 2014, 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, 2014,
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
Information about our executive officers is included under the caption "Employees and Executive Officers" in Item 1
of this report on Form 10-K.
The following information appearing in our definitive proxy statement, to be filed no later than 120 days after
April 30, 2014, is incorporated herein by reference:
Information appearing under the heading "Proposal 1 – Election of Directors";
Information appearing under the heading "Section 16(a) Beneficial Ownership Reporting Compliance"; and
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.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is contained in our definitive proxy statement filed pursuant to Regulation 14A
not later than 120 days after April 30, 2014, in the sections entitled "Director Compensation" and "Executive
Compensation," and is incorporated herein by reference.