 |
|
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections under the heading "Election of Directors" entitled "Nominees for Election - Term
Expiring 2006," "Nominee for Election - Term Expiring 2005," "Incumbent Directors - Term Expiring
2005," "Incumbent Directors - Term Expiring 2004" and "Retiring Directors" in the Proxy Statement for
the Annual Meeting of Shareholders to be held January 24, 2003 are incorporated herein by reference for
information on the directors of the Registrant. See Item X in Part I hereof for information regarding the
executive officers of the Registrant. The section under the heading "Other Matters" entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Proxy Statement for the Annual Meeting of Shareholders
to be held on January 24, 2003 is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The section under the heading "Election of Directors" entitled "Compensation of Directors" and the
sections under the heading "Executive Compensation" entitled "Summary Compensation Table," "Option
Grants Table," "Aggregated Options Table," and "Equity Compensation Plan Information" in the Proxy
Statement for the Annual Meeting of Shareholders to be held on January 24, 2003 are incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Common Stock Ownership by Management and Principal
Shareholders" and the section under the heading "Executive Compensation" entitled "Equity Compensation
Plan Information" in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 24,
2003 are incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Certain Transactions" in the Proxy Statement for the Annual
Meeting of Shareholders to be held on January 24, 2003 is incorporated herein by reference.
Item 14. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Under the supervision and with the participation
of our management, including our Chairman of the Board and Chief Executive Officer ("CEO") and our
Executive Vice-President and Chief Financial Officer ("CFO"), we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures within 90 days of the filing date of this annual
report, and, based on their evaluation, our CEO and CFO have concluded that, as of that date, these controls
and procedures were adequate and effective to ensure that material information relating to our company and
our consolidated subsidiaries would be made known to them by others within those entities.
(b) Changes in internal controls. There were no significant changes in our internal controls or in other
factors that could significantly affect our disclosure controls and procedures subsequent to the date of their
evaluation, nor were there any significant deficiencies or material weaknesses in our internal controls. As a
result, no corrective actions with regard to significant deficiencies and material weaknesses were required or
undertaken.
Disclosure Controls and Internal Controls. Disclosure controls and procedures are our controls and
other procedures that are designed with the objective of ensuring that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of 1934 (the "Exchange Act") is
recorded, processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by us in the reports that
we file under the Exchange Act is accumulated and communicated to our management, including our CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal controls are
procedures which are designed with the objective of providing reasonable assurance that:
- our transactions are properly authorized,
- our assets are safeguarded against unauthorized or improper use, and
- our transactions are properly recorded and reported,
all to permit the preparation of our financial statements in conformity with accounting principles generally
accepted in the United States.
Limitations on the Effectiveness of Controls. Our management, including our CEO and CFO, does not
expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. 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, within the company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the control. The design of any
system of controls is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Over time, control may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.
|
|
|
