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As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report.
−Removed: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective as of June 30, 2024 due to the material weaknesses in internal control over financial reporting described below, which were previously disclosed in Item 9A.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective as of September 30, 2024 due to the material weaknesses in internal control over financial reporting described below, which were previously disclosed in Item 9A.
“Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023.
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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.
−Removed: Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: on this evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2024 due to the material weaknesses in internal control over financial reporting identified and further described below.
+Added: Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2024 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2024 due to the material weaknesses in internal control over financial reporting identified and further described below.
A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We continue to have previously identified control deficiencies that are not remediated as of June 30, 2024 related to user access controls specific to segregation of duties in the Company’s change management process in certain information technology systems of the Chubb fire and security business that was acquired in 2022, which resulted from ineffective risk assessment.
−Removed: We also continue to have previously identified control deficiencies that are not remediated as of June 30, 2024 related to adequate controls to ensure the completeness and accuracy of time keeping and service order information used in the financial reporting processes of certain businesses that is processed and hosted by a third-party service organization.
−Removed: These control deficiencies constitute material weaknesses in our internal control over financial reporting as of June 30, 2024.
+Added: We continue to have previously identified control deficiencies that are not remediated as of September 30, 2024 related to user access controls specific to segregation of duties in the Company’s change management process in certain information technology systems of the Chubb fire and security business that was acquired in 2022, which resulted from ineffective risk assessment.
+Added: We also continue to have previously identified control deficiencies that are not remediated as of September 30, 2024 related to adequate controls to ensure the completeness and accuracy of time keeping and service order information used in the financial reporting processes of certain businesses that is processed and hosted by a third-party service organization.
+Added: These control deficiencies constitute material weaknesses in our internal control over financial reporting as of September 30, 2024.
Ongoing Remediation Plan
−Removed: Management has undertaken various steps to continue remediating such control deficiencies and has seen improved results versus December 31, 2023.
−Removed: Steps taken by us during the three months ended June 30, 2024 include the following:
−Removed: • Completed the mapping of conflicts within certain information technology systems and developed reports which were reviewed by management to ensure roles were appropriately designed and all conflicts are appropriately mitigated.
+Added: Management has undertaken various steps to continue remediating such control deficiencies and has made progress since December 31, 2023.
+Added: Steps taken by us during the three months ended September 30, 2024 include the following:
+Added: • Evaluated the operating effectiveness of management’s internal controls, as designed to appropriately address segregation of duties risk.
+Added: This included evaluating the reporting used, review procedures performed and documented evidence of control outcomes.
+Added: • Evaluated that for those conflicts determined by management to be appropriate for business purposes, management adequately evaluated and documented how the conflicts are mitigated by compensating controls, and the effectiveness of those controls.
We plan to continue our efforts to strengthen our internal control over financial reporting and are committed to ensuring that such controls are operating effectively.
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• Continue to conduct ongoing training with control owners and reviewers within operations and finance with a specific focus on sufficient documentation and evidence in the execution of the controls.
+Added: • Continue to evaluate underlying process enhancement opportunities to ensure risks are mitigated to an acceptable level and ensure adequate monitoring procedures are performed where necessary.
We have made progress with the Company’s remediation plans.
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We are executing our remediation plans to remediate the material weaknesses relating to our internal control over financial reporting, as described above.
−Removed: Other than changes described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Other than changes described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.