IEX » Topics » MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

These excerpts taken from the IEX 10-K filed Mar 2, 2009.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, and includes those policies and procedures that:
 
  •  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
  •  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
  •  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining effective internal control over financial reporting for the Company. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2008.
 
The Company completed the acquisitions of Richter, iPEK, IETG and Semrock in October 2008 and Innovadyne in November 2008. Due to the timing of the acquisitions, management has excluded these acquisitions from our evaluation of effectiveness of internal controls over financial reporting. This exclusion represented approximately 1.7 percent of total sales and 1.2 percent of net income as well as 14.3 percent of net assets and 13.9 percent of total assets for the year ended December 31, 2008.
 
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
/s/  Lawrence D. Kingsley
Lawrence D. Kingsley
Chairman of the Board and Chief Executive Officer
 
/s/  Dominic A. Romeo
Dominic A. Romeo
Vice President and Chief Financial Officer
 
Northbrook, Illinois
February 27, 2009


62


Table of Contents

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
None.
 
Item 9A.   Controls and Procedures.
 
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
 
The information set forth under the captions “Report of Independent Registered Public Accounting Firm” and “Management’s Report on Internal Control Over Financial Reporting” on pages 66 — 69 of Part II. Item 8. Financial Statements and Supplementary Data is incorporated herein by reference.
 
There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
During the three months ended December 31, 2008, the Company implemented a new ERP system at one of our business units. The Company believes that effective internal control over financial reporting was maintained during and after this conversion.
 
Item 9B.   Other Information.
 
None.
 
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, and includes those policies and procedures that:
 
  •  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
  •  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
  •  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining effective internal control over financial reporting for the Company. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2008.
 
The Company completed the acquisitions of Richter, iPEK, IETG and Semrock in October 2008 and Innovadyne in November 2008. Due to the timing of the acquisitions, management has excluded these acquisitions from our evaluation of effectiveness of internal controls over financial reporting. This exclusion represented approximately 1.7 percent of total sales and 1.2 percent of net income as well as 14.3 percent of net assets and 13.9 percent of total assets for the year ended December 31, 2008.
 
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
/s/  Lawrence D. Kingsley
Lawrence D. Kingsley
Chairman of the Board and Chief Executive Officer
 
/s/  Dominic A. Romeo
Dominic A. Romeo
Vice President and Chief Financial Officer
 
Northbrook, Illinois
February 27, 2009


62


Table of Contents

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
None.
 
Item 9A.   Controls and Procedures.
 
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
 
The information set forth under the captions “Report of Independent Registered Public Accounting Firm” and “Management’s Report on Internal Control Over Financial Reporting” on pages 66 — 69 of Part II. Item 8. Financial Statements and Supplementary Data is incorporated herein by reference.
 
There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
During the three months ended December 31, 2008, the Company implemented a new ERP system at one of our business units. The Company believes that effective internal control over financial reporting was maintained during and after this conversion.
 
Item 9B.   Other Information.
 
None.
 
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



 



Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, and effected by our board
of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with accounting principles
generally accepted in the United States of America, and includes
those policies and procedures that:


 




































  • 

Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
 
  • 

Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of
the Company are being made only in accordance with
authorizations of management and directors of the
Company; and
 
  • 

Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the
financial statements.


 



Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives
because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence
and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or
improper management override. Because of such limitations, there
is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though
not eliminate, this risk. Management is responsible for
establishing and maintaining effective internal control over
financial reporting for the Company. Management has used the
framework set forth in the report entitled “Internal
Control — Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission
to assess the effectiveness of the Company’s internal
control over financial reporting. Management has concluded that
the Company’s internal control over financial reporting was
effective as of December 31, 2008.


 



The Company completed the acquisitions of Richter, iPEK, IETG
and Semrock in October 2008 and Innovadyne in November 2008. Due
to the timing of the acquisitions, management has excluded these
acquisitions from our evaluation of effectiveness of internal
controls over financial reporting. This exclusion represented
approximately 1.7 percent of total sales and
1.2 percent of net income as well as 14.3 percent of
net assets and 13.9 percent of total assets for the year
ended December 31, 2008.


 



The effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008, has been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report
which appears herein.


 



/s/  Lawrence
D. Kingsley






Lawrence D. Kingsley



Chairman of the Board and Chief Executive Officer


 



/s/  Dominic
A. Romeo






Dominic A. Romeo



Vice President and Chief Financial Officer


 



Northbrook, Illinois



February 27, 2009





62





Table of Contents


















Item 9.  

Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.



 



None.


 















Item 9A.  

Controls
and Procedures.



 



The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Company’s Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to the
Company’s management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.


 



As required by SEC
Rule 13a-15(b),
the Company carried out an evaluation, under the supervision and
with the participation of the Company’s management,
including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, of the effectiveness of
the design and operation of the Company’s disclosure
controls and procedures as of the end of the period covered by
this report. Based on the foregoing, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective.


 



The information set forth under the captions “Report of
Independent Registered Public Accounting Firm” and
“Management’s Report on Internal Control Over
Financial Reporting” on pages 66 — 69 of
Part II. Item 8. Financial Statements and
Supplementary Data is incorporated herein by reference.


 



There has been no change in the Company’s internal controls
over financial reporting during the Company’s most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.


 



During the three months ended December 31, 2008, the
Company implemented a new ERP system at one of our business
units. The Company believes that effective internal control over
financial reporting was maintained during and after this
conversion.


 















Item 9B.  

Other
Information.



 



None.


 




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



 



Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, and effected by our board
of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with accounting principles
generally accepted in the United States of America, and includes
those policies and procedures that:


 




































  • 

Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
 
  • 

Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of
the Company are being made only in accordance with
authorizations of management and directors of the
Company; and
 
  • 

Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the
financial statements.


 



Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives
because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence
and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or
improper management override. Because of such limitations, there
is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though
not eliminate, this risk. Management is responsible for
establishing and maintaining effective internal control over
financial reporting for the Company. Management has used the
framework set forth in the report entitled “Internal
Control — Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission
to assess the effectiveness of the Company’s internal
control over financial reporting. Management has concluded that
the Company’s internal control over financial reporting was
effective as of December 31, 2008.


 



The Company completed the acquisitions of Richter, iPEK, IETG
and Semrock in October 2008 and Innovadyne in November 2008. Due
to the timing of the acquisitions, management has excluded these
acquisitions from our evaluation of effectiveness of internal
controls over financial reporting. This exclusion represented
approximately 1.7 percent of total sales and
1.2 percent of net income as well as 14.3 percent of
net assets and 13.9 percent of total assets for the year
ended December 31, 2008.


 



The effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008, has been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report
which appears herein.


 



/s/  Lawrence
D. Kingsley






Lawrence D. Kingsley



Chairman of the Board and Chief Executive Officer


 



/s/  Dominic
A. Romeo






Dominic A. Romeo



Vice President and Chief Financial Officer


 



Northbrook, Illinois



February 27, 2009





62





Table of Contents


















Item 9.  

Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.



 



None.


 















Item 9A.  

Controls
and Procedures.



 



The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Company’s Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to the
Company’s management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.


 



As required by SEC
Rule 13a-15(b),
the Company carried out an evaluation, under the supervision and
with the participation of the Company’s management,
including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, of the effectiveness of
the design and operation of the Company’s disclosure
controls and procedures as of the end of the period covered by
this report. Based on the foregoing, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective.


 



The information set forth under the captions “Report of
Independent Registered Public Accounting Firm” and
“Management’s Report on Internal Control Over
Financial Reporting” on pages 66 — 69 of
Part II. Item 8. Financial Statements and
Supplementary Data is incorporated herein by reference.


 



There has been no change in the Company’s internal controls
over financial reporting during the Company’s most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.


 



During the three months ended December 31, 2008, the
Company implemented a new ERP system at one of our business
units. The Company believes that effective internal control over
financial reporting was maintained during and after this
conversion.


 















Item 9B.  

Other
Information.



 



None.


 




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



 



Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, and effected by our board
of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with accounting principles
generally accepted in the United States of America, and includes
those policies and procedures that:


 




































  • 

Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
 
  • 

Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of
the Company are being made only in accordance with
authorizations of management and directors of the
Company; and
 
  • 

Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the
financial statements.


 



Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives
because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence
and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or
improper management override. Because of such limitations, there
is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though
not eliminate, this risk. Management is responsible for
establishing and maintaining effective internal control over
financial reporting for the Company. Management has used the
framework set forth in the report entitled “Internal
Control — Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission
to assess the effectiveness of the Company’s internal
control over financial reporting. Management has concluded that
the Company’s internal control over financial reporting was
effective as of December 31, 2008.


 



The Company completed the acquisitions of Richter, iPEK, IETG
and Semrock in October 2008 and Innovadyne in November 2008. Due
to the timing of the acquisitions, management has excluded these
acquisitions from our evaluation of effectiveness of internal
controls over financial reporting. This exclusion represented
approximately 1.7 percent of total sales and
1.2 percent of net income as well as 14.3 percent of
net assets and 13.9 percent of total assets for the year
ended December 31, 2008.


 



The effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008, has been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report
which appears herein.


 



/s/  Lawrence
D. Kingsley






Lawrence D. Kingsley



Chairman of the Board and Chief Executive Officer


 



/s/  Dominic
A. Romeo






Dominic A. Romeo



Vice President and Chief Financial Officer


 



Northbrook, Illinois



February 27, 2009





62





Table of Contents


















Item 9.  

Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.



 



None.


 















Item 9A.  

Controls
and Procedures.



 



The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Company’s Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to the
Company’s management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.


 



As required by SEC
Rule 13a-15(b),
the Company carried out an evaluation, under the supervision and
with the participation of the Company’s management,
including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, of the effectiveness of
the design and operation of the Company’s disclosure
controls and procedures as of the end of the period covered by
this report. Based on the foregoing, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective.


 



The information set forth under the captions “Report of
Independent Registered Public Accounting Firm” and
“Management’s Report on Internal Control Over
Financial Reporting” on pages 66 — 69 of
Part II. Item 8. Financial Statements and
Supplementary Data is incorporated herein by reference.


 



There has been no change in the Company’s internal controls
over financial reporting during the Company’s most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.


 



During the three months ended December 31, 2008, the
Company implemented a new ERP system at one of our business
units. The Company believes that effective internal control over
financial reporting was maintained during and after this
conversion.


 















Item 9B.  

Other
Information.



 



None.


 




EXCERPTS ON THIS PAGE:

10-K (5 sections)
Mar 2, 2009
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki