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These excerpts taken from the MEAD 10-K filed Mar 30, 2009. Item 9A(T). Control and Procedures
Evaluation of Disclosure Controls and Procedures.
The Company’s management (with the participation of our Chief Executive Officer and Chief Financial Officer) evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.
The Company’s Chief Executive Officer and Chief Financial Officer concluded, based on their evaluation, that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report, because we failed to include the Management’s Annual Report on Internal Control Over Financial Reporting in our Form 10-K for the fiscal year ended February 29, 2008. We remedied this failure in the effectiveness of our disclosure controls and procedures by amending our Form 10-K to include the required management’s report. We have implemented additional controls and procedures designed to ensure that disclosures provided by the Company meet the then current requirements of the applicable filing made under the Exchange Act.
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Management’s Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that as of February 29, 2008, our internal control over financial reporting is effective. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Company management has concluded that the internal controls over financial reporting provide reasonable assurance that the objectives of our control system are met. However, Company management (including the Chief Executive Officer and Chief Financial Officer) does not expect that the internal controls will prevent all errors and all fraud.
Changes in Controls over Financial Reporting.
There was no change in our internal control over financial reporting, known to the Chief Executive Officer or the Chief Financial Officer that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as follows:
During the quarter ended November 30, 2007, the Company identified a material weakness in its internal control over work-in-process inventory. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. The material weakness was the result of a combination of inadequate procedures and inventory tracking systems related to the timely closure of work orders. The Company believes that the weakness was remediated prior to the fiscal year end at February 29, 2008 by the implementation of improved procedures and reporting. The Company completed an internal review of work-in-process inventory during the fourth quarter ended February 29, 2008.
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PART IV
Item 9A(T).
Evaluation of Disclosure Controls and Procedures.
The Company’s management (with the participation of our Chief Executive
The Company’s Chief Executive Officer and Chief Financial Officer
2
Management’s Annual Report on Internal Control
Our management is responsible for establishing and maintaining adequate
We conducted an evaluation of the effectiveness of our internal control
Company management has concluded that the internal controls over
Changes in Controls over Financial Reporting.
There was no change in our internal control over financial reporting,
During the quarter ended November 30, 2007, the Company identified
3
PART IV
Item 9A(T).
Evaluation of Disclosure Controls and Procedures.
The Company’s management (with the participation of our Chief Executive
The Company’s Chief Executive Officer and Chief Financial Officer
2
Management’s Annual Report on Internal Control
Our management is responsible for establishing and maintaining adequate
We conducted an evaluation of the effectiveness of our internal control
Company management has concluded that the internal controls over
Changes in Controls over Financial Reporting.
There was no change in our internal control over financial reporting,
During the quarter ended November 30, 2007, the Company identified
3
PART IV
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