Proctor and Gamble 2016 Annual Report Download - page 79

The Procter & Gamble Company 65
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
The Company's President and Chief Executive Officer, David
S. Taylor, and the Company's Chief Financial Officer, Jon R.
Moeller, performed an evaluation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934 (Exchange
Act)) as of the end of the period covered by this Annual Report
on Form 10-K.
Messrs. Taylor and Moeller have concluded that the Company's
disclosure controls and procedures were effective to ensure
that information required to be disclosed in reports we file or
submit under the Exchange Act is (1) recorded, processed,
summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and
(2) accumulated and communicated to our management,
including Messrs. Taylor and Moeller, to allow their timely
decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial
reporting that occurred during the Company's fourth fiscal
quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over
financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The Board of Directors has determined that the following
members of the Audit Committee are independent and are
Audit Committee financial experts as defined by SEC rules:
Ms. Patricia A. Woertz (Chair) and Mr. Kenneth I. Chenault.
The information required by this item is incorporated by
reference to the following sections of the 2016 Proxy Statement
filed pursuant to Regulation 14A: the section entitled Election
of Directors; the section entitled Corporate Governance, up to
but not including the subsection entitled Board Engagement
and Attendance; the subsections of the Corporate Governance
section entitled Code of Ethics, entitled Director Nominations
for Inclusion in the 2017 Proxy Statement and entitled
Shareholder Recommendations of Board Nominees and
Committee Process for Recommending Board Nominees; and
the section entitled Section 16(a) Beneficial Ownership
Reporting Compliance. Pursuant to Instruction 3 of Item 401
(b) of Regulation S-K, Executive Officers of the Registrant are
reported in Part I of this report.
Item 11. Executive Compensation.
The information required by this item is incorporated by
reference to the following sections of the 2016 Proxy Statement
filed pursuant to Regulation 14A: the subsections of the
Corporate Governance section entitled Committees of the
Board and entitled Compensation Committee Interlocks and
Insider Participation; and the portion beginning with the
section entitled Director Compensation up to but not including
the section entitled Security Ownership of Management and
Certain Beneficial Owners.