Toro 2007 Annual Report Download - page 70

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ITEM 9A. CONTROLS AND PROCEDURES
The company maintains disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to rea-
sonably ensure that information required to be disclosed by the
company in the reports it files or submits under the Securities
Exchange Act of 1934, as amended, is recorded, processed,
summarized, and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that
such information is accumulated and communicated to the com-
pany’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and proce-
dures, we recognize that any controls and procedures, no matter
how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and we are
required to apply our judgment in evaluating the cost-benefit
relationship of possible internal controls. The company’s manage-
ment evaluated, with the participation of the company’s Chief
Executive Officer and Chief Financial Officer, the effectiveness of
the design and operation of the company’s disclosure controls and
procedures as of the end of the period covered in this Annual
Report on Form 10-K. Based on that evaluation, the company’s
Chief Executive Officer and Chief Financial Officer concluded that
the company’s disclosure controls and procedures were effective
as of the end of such period to provide reasonable assurance that
information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that material
information relating to Toro and its consolidated subsidiaries is
made known to management, including the Chief Executive Officer
and Chief Financial Officer, particularly during the period when our
periodic reports are being prepared. The company’s management
report on internal control over financial reporting is included in this
report in Part II, Item 8, “Financial Statements and Supplementary
Data” under the caption “Management’s Report on Internal Control
over Financial Reporting.” The report of KPMG LLP, the com-
pany’s independent registered public accounting firm, regarding
the effectiveness of the company’s internal control over financial
reporting is included in this report in Part II, Item 8, “Financial
Statements and Supplementary Data” under the caption “Report of
Independent Registered Public Accounting Firm.” There was no
change in the company’s internal control over financial reporting
that occurred during the company’s fourth fiscal quarter ended
October 31, 2007 that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Information on executive officers required by this item is incorpo-
rated by reference from “Executive Officers of the Registrant” in
Part I of this report. Additional information on certain executive
officers and other information required by this item is incorporated
by reference to information to be contained under the captions
“Stock Ownership – Section 16(a) Beneficial Ownership Reporting
Compliance”, “Proposal One – Election of Directors – Information
About Board Nominees and Continuing Directors”, “Corporate
Governance – Code of Conduct and Code of Ethics for the CEO
and Senior Financial Officers”, and “Corporate Governance –
Board Committees – Audit Committee”, in the company’s 2008
proxy statement to be filed with the Securities and Exchange
Commission.
During the fourth quarter of fiscal 2007, the company made no
material changes to the procedures by which stockholders may
recommend nominees to the board of directors, as described in
the company’s most recent proxy statement. The company intends
to satisfy disclosure requirements regarding its code of ethics,
including amendments to or waivers from the code, by posting
such information on our web site at www.thetorocompany.com –
select the “Investor Information” link and then the “Corporate
Governance” link.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to
information to be contained under the captions “Executive Officer
Compensation” and “Corporate Governance – Director Compen-
sation” in the company’s 2008 proxy statement to be filed with the
Securities and Exchange Commission.