Toro 2013 Annual Report Download - page 72

Download and view the complete annual report

Please find page 72 of the 2013 Toro annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 82

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82

covered by this Annual Report on Form 10-K. Based on that evalu-
ITEM 9. CHANGES IN AND DISAGREEMENTS
ation, the company’s Chief Executive Officer and Chief Financial
WITH ACCOUNTANTS ON
Officer concluded that the company’s disclosure controls and pro-
ACCOUNTING AND FINANCIAL
cedures were effective as of the end of such period to provide
DISCLOSURE
reasonable assurance that information required to be disclosed in
our Exchange Act reports is recorded, processed, summarized,
None. and reported within the time periods specified in the SEC’s rules
and forms, and that such information relating to the company and
ITEM 9A.CONTROLS AND PROCEDURES
its 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 Exchange Act Rules 13a-15(e) and 15d-15(e)) that are
required disclosures. The company’s management report on inter-
designed to provide reasonable assurance that information
nal control over financial reporting is included in this report in
required to be disclosed by the company in the reports it files or
Part II, Item 8, ‘‘Financial Statements and Supplementary Data’’
submits under the Exchange Act is recorded, processed, summa-
under the caption ‘‘Management’s Report on Internal Control over
rized, and reported within the time periods specified in the SEC’s
Financial Reporting.’’ The report of KPMG LLP, the company’s
rules and forms and that such information is accumulated and
independent registered public accounting firm, regarding the effec-
communicated to the company’s management, including its princi-
tiveness of the company’s internal control over financial reporting
pal executive and principal financial officers, or persons performing
is included in this report in Part II, Item 8, ‘‘Financial Statements
similar functions, as appropriate to allow timely decisions regarding
and Supplementary Data’’ under the caption ‘‘Report of Indepen-
required disclosure. In designing and evaluating our disclosure
dent Registered Public Accounting Firm.’’ There was no change in
controls and procedures, the company recognizes that any controls
the company’s internal control over financial reporting that occurred
and procedures, no matter how well designed and operated, can
during the company’s fourth fiscal quarter ended October 31, 2013
provide only reasonable assurance of achieving the desired control
that has materially affected, or is reasonably likely to materially
objectives, and management is required to apply judgment in eval-
affect, the company’s internal control over financial reporting.
uating the cost-benefit relationship of possible internal controls.
The company’s management evaluated, with the participation of
ITEM 9B.OTHER INFORMATION
the company’s Chief Executive Officer and Chief Financial Officer,
the effectiveness of the design and operation of the company’s None.
disclosure controls and procedures as of the end of the period
PART III
During the fourth quarter of fiscal 2013, the company did not make
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
any material changes to the procedures by which shareholders
AND CORPORATE GOVERNANCE
may recommend nominees to the board of directors, as described
in the company’s proxy statement for its 2013 Annual Meeting of
Information on executive officers required by this item is incorpo-
Shareholders. The company has a Code of Ethics for its CEO and
rated by reference from ‘‘Executive Officers of the Registrant’’ in
Senior Financial Officers, a copy of which is posted on the com-
Part I of this report. Additional information on certain executive
pany’s web site at www.thetorocompany.com (select the ‘‘Investor
officers and other information required by this item is incorporated
Information’’ link and then the ‘‘Corporate Governance’’ link). The
by reference to information to be contained under the captions
company intends to satisfy the disclosure requirements of
‘‘Section 16(a) Beneficial Ownership Reporting Compliance,’’ ‘‘Pro-
Item 5.05 of Form 8-K and applicable NYSE rules regarding
posal One – Election of Directors – Information About Board Nomi-
amendments to or waivers from any provision of its code of ethics
nees and Continuing Directors,’’ ‘‘Corporate Governance – Code of
by posting such information on its web site at
Conduct and Code of Ethics for our CEO and Senior Financial
www.thetorocompany.com (select the ‘‘Investor Information’’ link
Officers,’’ and ‘‘Corporate Governance – Board Committees – Audit
and then the ‘‘Corporate Governance’’ link).
Committee,’’ in the company’s proxy statement for its 2014 Annual
Meeting of Shareholders to be filed with the SEC.
66