Toro 2009 Annual Report Download - page 70

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by this Annual Report on Form 10-K. Based on that evaluation, the
ITEM 9. CHANGES IN AND DISAGREEMENTS
company’s Chief Executive Officer and Chief Financial Officer con-
WITH ACCOUNTANTS ON
cluded that the company’s disclosure controls and procedures
ACCOUNTING AND FINANCIAL
were effective as of the end of such period to provide reasonable
DISCLOSURE
assurance that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized, and
None.
reported within the time periods specified in the SEC’s rules and
forms, and that material information relating to the company and its
ITEM 9A.CONTROLS AND PROCEDURES
consolidated subsidiaries is made known to management, including
the Chief Executive Officer and Chief Financial Officer, particularly
The company maintains disclosure controls and procedures (as
during the period when the company’s periodic reports are being
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to reasona- prepared. The company’s management report on internal control
bly ensure that information required to be disclosed by the com- over financial reporting is included in this report in Part II, Item 8,
pany in the reports it files or submits under the Securities ‘‘Financial Statements and Supplementary Data’’ under the caption
Exchange Act of 1934, as amended, is recorded, processed, sum- ‘‘Management’s Report on Internal Control over Financial Report-
marized, and reported within the time periods specified in the ing.’’ The report of KPMG LLP, the company’s independent regis-
SEC’s rules and forms and that such information is accumulated tered public accounting firm, regarding the effectiveness of the
and communicated to the company’s management, including its company’s internal control over financial reporting is included in
principal executive and principal financial officers, or persons per- this report in Part II, Item 8, ‘‘Financial Statements and Supple-
forming similar functions, as appropriate to allow timely decisions mentary Data’’ under the caption ‘‘Report of Independent Regis-
regarding required disclosure. In designing and evaluating our dis- tered Public Accounting Firm.’’ There was no change in the com-
closure controls and procedures, we recognize that any controls pany’s internal control over financial reporting that occurred during
and procedures, no matter how well designed and operated, can the company’s fourth fiscal quarter ended October 31, 2009 that
provide only reasonable assurance of achieving the desired control has materially affected, or is reasonably likely to materially affect,
objectives, and we are required to apply our judgment in evaluat- the company’s internal control over financial reporting.
ing the cost-benefit relationship of possible internal controls. The
company’s management evaluated, with the participation of the
ITEM 9B.OTHER INFORMATION
company’s Chief Executive Officer and Chief Financial Officer, the
effectiveness of the design and operation of the company’s disclo- None.
sure controls and procedures as of the end of the period covered
PART III
described in the company’s proxy statement for its 2009 Annual
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
Meeting of Shareholders. The company has a Code of Ethics for
AND CORPORATE GOVERNANCE
its CEO and Senior Financial Officers, a copy of which is posted
on the company’s web site at www.thetorocompany.com (select
Information on executive officers required by this item is incorpo-
the ‘‘Investor Information’’ link and then the ‘‘Corporate Govern-
rated by reference from ‘‘Executive Officers of the Registrant’’ in
ance’’ link). The company intends to satisfy the disclosure require-
Part I of this report. Additional information on certain executive
ments of Item 5.05 of Form 8-K regarding amendments to or waiv-
officers and other information required by this item is incorporated
ers from any provision of its code of ethics by posting such
by reference to information to be contained under the captions information on its web site at www.thetorocompany.com (select the
‘‘Section 16(a) Beneficial Ownership Reporting Compliance,’’ ‘‘Pro- ‘‘Investor Information’’ link and then the ‘‘Corporate Governance’’
posal One – Election of Directors — Information About Board link).
Nominees and Continuing Directors,’’ ‘‘Corporate Governance –
Code of Conduct and Code of Ethics for our CEO and Senior
ITEM 11. EXECUTIVE COMPENSATION
Financial Officers,’’ and ‘‘Corporate Governance – Board Commit-
tees – Audit Committee,’’ in the company’s proxy statement for its Information required by this item is incorporated by reference to
2010 Annual Meeting of Shareholders to be filed with the SEC. information to be contained under the captions ‘‘Executive Com-
During the fourth quarter of fiscal 2009, the company did not pensation’’ and ‘‘Corporate Governance – Director Compensation’’
make any material changes to the procedures by which sharehold- in the company’s proxy statement for its 2010 Annual Meeting of
ers may recommend nominees to the board of directors, as Shareholders to be filed with the SEC.
64