Rayovac 2008 Annual Report Download - page 73

Table of Contents
Index to Financial Statements
Management’s Annual Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s management assessed
the effectiveness of its internal control over financial reporting as of September 30, 2008. In making this assessment, the Company’s 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 management has concluded that, as of September 30, 2008, its internal control over financial reporting is effective based on these criteria. The
Company’s independent registered public accounting firm, KPMG LLP, has issued an audit report on the Company’s internal control over financial reporting,
which is included herein.
Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during our fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls. The Company’s management, including our Chief Executive Officer and Chief Financial Officer, does not
expect that the Company’s disclosure controls and procedures or the Company’s internal controls over financial reporting will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected.
ITEM 9B. OTHER INFORMATION
Amendment and Restatement of the Company’s By-Laws
On December 8, 2008, the Board of Directors of the Company further amended and restated the Company’s Amended and Restated By-Laws (as further
amended and restated, the “Revised By-Laws”). The Revised By-Laws include the following changes:
The Board of Directors revised Article II of the Amended and Restated By-Laws to modify the advance notice procedures for nominating directors or
bringing other business before shareholder meetings and to expand the disclosure requirements for shareholders making such proposals to include, among other
things, disclosure of all ownership interests and derivative interests of such shareholder, any related beneficial owners and any other person acting in concert with
such shareholder or any such beneficial owner. Under the Revised By-Laws, generally, notice must be provided by a shareholder with respect to an annual
shareholders’ meeting between 90 and 120 days prior to the anniversary of the preceding year’s annual shareholders’ meeting or, in the event of a special
meeting or the annual meeting is called for a date not within 25 days before or after such anniversary date, on the 10th day following the earlier of the date (1) on
which notice of the meeting is first mailed to such shareholder or (2) public announcement of the date of such meeting is first made by the Company. In addition,
the Revised By-Laws provide that a shareholder providing notice of a director nomination or proposed business at a shareholder meeting must not only be a
shareholder at the time of giving the notice but also at the time of the meeting.
In accordance with the requirements of the Revised By-Laws, any shareholder proposing to nominate a candidate for election as a director at the 2009
Annual Meeting of Shareholders, or who proposes to present other business to be considered at the 2009 Annual Meeting of Shareholders, must do so in
accordance with the requirements of the advance notice provisions in the Revised By-Laws in each case other than proposals governed by Rule 14a-8 of the
federal proxy rules (which provides its own procedural requirements).
The Board of Directors also amended the Amended and Restated By-Laws to make certain other clarifying changes and changes conforming to Wisconsin
Business Corporation Law.
The preceding description of the changes is qualified in its entirety by reference to the Revised By-Laws a copy of which is attached hereto as Exhibit 3.2
and is incorporated by reference in this Annual Report on Form 10-K.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008