Toro 2010 Annual Report Download - page 68

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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 such information relating to the company and its
ITEM 9A.CONTROLS AND PROCEDURES
consolidated subsidiaries is accumulated and communicated to
management, including the Chief Executive Officer and Chief
The company maintains disclosure controls and procedures (as
Financial Officer, as appropriate to allow timely decisions regarding
defined in Rules 13a-15(e) and 15d-15(e)) that are designed to
required disclosures. The company’s management report on inter-
provide reasonable assurance that information required to be dis-
nal control over financial reporting is included in this report in
closed by the company in the reports it files or submits under the
Part II, Item 8, ‘‘Financial Statements and Supplementary Data’’
Exchange Act is recorded, processed, summarized, and reported
under the caption ‘‘Management’s Report on Internal Control over
within the time periods specified in the SEC’s rules and forms and
Financial Reporting.’’ The report of KPMG LLP, the company’s
that such information is accumulated and communicated to the
company’s management, including its principal executive and prin- independent registered public accounting firm, regarding the effec-
cipal financial officers, or persons performing similar functions, as tiveness of the company’s internal control over financial reporting
appropriate to allow timely decisions regarding required disclosure. is included in this report in Part II, Item 8, ‘‘Financial Statements
In designing and evaluating our disclosure controls and proce- and Supplementary Data’’ under the caption ‘‘Report of Indepen-
dures, the company recognizes that any controls and procedures, dent Registered Public Accounting Firm.’’ There was no change in
no matter how well designed and operated, can provide only rea- the company’s internal control over financial reporting that occurred
sonable assurance of achieving the desired control objectives, and during the company’s fourth fiscal quarter ended October 31, 2010
management is required to apply judgment in evaluating the that has materially affected, or is reasonably likely to materially
cost-benefit relationship of possible internal controls. The com- affect, the company’s internal control over financial reporting.
pany’s management evaluated, with the participation of the com-
pany’s Chief Executive Officer and Chief Financial Officer, the
ITEM 9B.OTHER INFORMATION
effectiveness of the design and operation of the company’s disclo-
sure controls and procedures as of the end of the period covered None.
PART III
described in the company’s proxy statement for its 2010 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 Nomi- link).
nees and Continuing Directors,’’ ‘‘Corporate Governance – Code of
Conduct and Code of Ethics for our CEO and Senior Financial
ITEM 11. EXECUTIVE COMPENSATION
Officers,’’ and ‘‘Corporate Governance – Board Committees – Audit
Committee,’’ in the company’s proxy statement for its 2011 Annual Information required by this item is incorporated by reference to
Meeting of Shareholders to be filed with the SEC. information to be contained under the captions ‘‘Executive Com-
During the fourth quarter of fiscal 2010, 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 2011 Annual Meeting of
ers may recommend nominees to the board of directors, as Shareholders to be filed with the SEC.
62