Toro 2014 Annual Report Download - page 76

evaluation, the company’s Chief Executive Officer and Chief Finan-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
cial Officer concluded that the company’s disclosure controls and
ACCOUNTANTS ON ACCOUNTING AND procedures were effective as of the end of such period to provide
FINANCIAL DISCLOSURE reasonable assurance that information required to be disclosed in
its 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 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 its disclosure con- dent Registered Public Accounting Firm.’’ There was no change in
trols 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, 2014
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
covered by this Annual Report on Form 10-K. Based on that
PART III
During the fourth quarter of fiscal 2014, the company did not
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
make any material changes to the procedures by which sharehold-
CORPORATE GOVERNANCE ers may recommend nominees to the board of directors, as
described in the company’s proxy statement for its 2015 Annual
Information on executive officers required by this item is incorpo-
Meeting of Shareholders. The company has a Code of Ethics for
rated by reference from ‘‘Executive Officers of the Registrant’’ in
its CEO and Senior Financial Officers, a copy of which is posted
Part I of this report. Additional information on certain executive
on the company’s web site at www.thetorocompany.com (select
officers and other information required by this item is incorporated
the ‘‘Investor Information’’ link and then the ‘‘Corporate Govern-
by reference to information to be contained under the captions
ance’’ link). The company intends to satisfy the disclosure require-
‘‘Section 16(a) Beneficial Ownership Reporting Compliance,’’ ‘‘Pro-
ments of Item 5.05 of Form 8-K and applicable NYSE rules regard-
posal One – Election of Directors – Information About Board Nomi-
ing amendments to or waivers from any provision of its code of
nees and Continuing Directors,’’ ‘‘Corporate Governance – Code of
ethics 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 2015 Annual
Meeting of Shareholders to be filed with the SEC.
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