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

These excerpts taken from the TNB 10-K filed Feb 17, 2009.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance that externally published financial statements can be relied upon and have been prepared in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Under the supervision of and with the participation of management, including our principal executive officer and principal financial officer, we conducted an assessment 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 (COSO). Based on our assessment under the framework in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2008. KPMG LLP, the independent registered public accounting firm that audited our consolidated financial statements, has issued an attestation report on our internal control over financial reporting as of December 31, 2008.
 
         
/s/  Dominic J. Pileggi

Chairman, President
and Chief Executive Officer
 
/s/  Kenneth W. Fluke

Senior Vice President
and Chief Financial Officer
 
/s/  William E. Weaver, Jr.

Vice President — Controller


Page 41 of 97


Table of Contents

 
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING



 



Management is responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal
control system is designed to provide reasonable assurance that
externally published financial statements can be relied upon and
have been prepared in accordance with U.S. generally
accepted accounting principles. Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.


 



Under the supervision of and with the participation of
management, including our principal executive officer and
principal financial officer, we conducted an assessment 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 (COSO). Based on our
assessment under the framework in Internal
Control — Integrated Framework,
management
concluded that our internal control over financial reporting was
effective as of December 31, 2008. KPMG LLP, the
independent registered public accounting firm that audited our
consolidated financial statements, has issued an attestation
report on our internal control over financial reporting as of
December 31, 2008.


 



















         

/s/  Dominic
J. Pileggi


Chairman,
President

and Chief Executive Officer


 

/s/  Kenneth
W. Fluke


Senior
Vice President

and Chief Financial Officer


 

/s/  William
E. Weaver, Jr.


Vice
President — Controller










Page 41 of 97





Table of Contents



MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance that externally published financial statements can be relied upon and have been prepared in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an assessment 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 (COSO). Based on our assessment under the framework in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2007. Management has excluded the four companies acquired during 2007 (The Lamson & Sessions Co. acquired in November 2007 and Joslyn Hi-Voltage, Power Solutions and Drilling Technical Supply SA acquired in July 2007) from its assessment of internal control over financial reporting as permitted under SEC guidance. These companies combined represented approximately 10% of the Corporation’s total assets (excluding approximately 20% goodwill and other intangible assets) as of December 31, 2007 and approximately 5% of its 2007 net sales. KPMG LLP, the independent registered public accounting firm that audited our financial statements, has issued an attestation report on a our internal control over financial reporting as of December 31, 2007.
 
         
/s/  Dominic J. Pileggi

Chairman, President
and Chief Executive Officer
 
/s/  Kenneth W. Fluke

Senior Vice President
and Chief Financial Officer
 
/s/  Stanley P. Locke

Vice President — Controller


Page 42 of 96


Table of Contents

 
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING



 



Management is responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal
control system is designed to provide reasonable assurance that
externally published financial statements can be relied upon and
have been prepared in accordance with U.S. generally
accepted accounting principles. Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.


 



Under the supervision and with the participation of management,
including our principal executive officer and principal
financial officer, we conducted an assessment 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 (COSO). Based on our
assessment under the framework in Internal
Control — Integrated Framework,
management
concluded that our internal control over financial reporting was
effective as of December 31, 2007. Management has excluded
the four companies acquired during 2007 (The Lamson &
Sessions Co. acquired in November 2007 and Joslyn Hi-Voltage,
Power Solutions and Drilling Technical Supply SA acquired in
July 2007) from its assessment of internal control over
financial reporting as permitted under SEC guidance. These
companies combined represented approximately 10% of the
Corporation’s total assets (excluding approximately 20%
goodwill and other intangible assets) as of December 31,
2007 and approximately 5% of its 2007 net sales. KPMG LLP, the
independent registered public accounting firm that audited our
financial statements, has issued an attestation report on a our
internal control over financial reporting as of
December 31, 2007.


 



















         

/s/  Dominic
J. Pileggi


Chairman,
President

and Chief Executive Officer


 

/s/  Kenneth
W. Fluke


Senior
Vice President

and Chief Financial Officer


 

/s/  Stanley
P. Locke


Vice
President — Controller










Page 42 of 96





Table of Contents



MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance that externally published financial statements can be relied upon and have been prepared in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an assessment 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 (COSO). Based on our assessment under the framework in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2006. Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report.
 
         
/s/  Dominic J. Pileggi

Chairman, President
and Chief Executive Officer
 
/s/  Kenneth W. Fluke

Senior Vice President
and Chief Financial Officer
 
/s/  Stanley P. Locke

Vice President – Controller


Page 39 of 87


Table of Contents

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