What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-12-17 compared with 2020-12-17 · 31 added, 24 removed, 75 unchanged (42% of the section changed)

Controls and Procedures  

An evaluation was performed under the supervision and with the participation of the Company’s management, including Gerald L.

1 unchanged sentence

Based on that evaluation, management concluded that its disclosure controls and procedures were not effective as of September 30, 2021.

There exist material weaknesses in its internal control over financial reporting because the Company does not segregate duties to the extent it could if it had more people and the Company does not have an “independent”

internal audit group due to the small size of its accounting department.

Management’s Report on Internal Control over Financial Reporting

Management ’

s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

6 unchanged sentences

Salzman, and is based on criteria established in Internal Control –

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, which applies to all accelerated filers regardless of size.

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based on the evaluation under that framework and applicable SEC rules, management has identified the following deficiencies that constitute material weaknesses in the Company’s internal control over financial reporting:

4 unchanged sentences

Ineffective management assessment of internal control over financial reporting:

The Company does not have an internal audit department due to the small size of its accounting department, and we have not sufficiently designed controls that support an effective assessment of our internal controls relating to the prevention of fraud and possible management override of controls.

The Company does not have an internal audit group due to the small size of its accounting department, and we have not sufficiently designed controls that support an effective assessment of our internal controls relating to the prevention of fraud and possible management override of controls.

Hiring an outside firm would certainly help complete the documentation of the internal control assessment to the level required by the COSO framework, but the Company questions whether that would be a wise use of shareholders’

1 unchanged sentence

Among other things, the Company’s monitoring activities include monthly review and comparative analysis of financial, production and public information with prior periods by the Company’s department supervisors, the CEO/CFO and the Board of Directors.

We will continue to review our compensating controls and procedures in our efforts to remediate the above mentioned material weaknesses.

We will continue to review our compensating controls and procedures in our efforts to mitigate or remediate the above mentioned material weaknesses.

In addition, we believe our most important internal control is our hiring and retention of honest and capable people, whom we trust to do their jobs well.

7 unchanged sentences

and “Delinquent Section 16(a) Reports”

in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held in February 2021 (the “Proxy Statement”), which Proxy Statement will be filed with the SEC within 120 days after September 30, 2020, is incorporated herein by reference.

in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held in February 2022 (the “Proxy Statement”), which Proxy Statement will be filed with the SEC within 120 days after September 30, 2021, is incorporated herein by reference.

The Company has adopted a Code of Ethics that applies to all directors, officers and employees of the Company, including the Chief Executive Officer, Chief Financial Officer and Controller.

The Company’s Code of Ethics has been filed as Exhibit 14 hereto.

The Company’s Code of Ethics was filed as Exhibit 14 to the fiscal 2020 Form 10-K.

Executive Compensation

9 unchanged sentences

Principal Accounting Fees and Services

 The information set forth under the caption “Other Matters Regarding Independent Registered Public Accounting Firm”

in the Proxy Statement is incorporated herein by reference.

Item 15.     

Exhibits, Financial Statement Schedules     

The following documents are filed as part of this Report:

2 unchanged sentences

Consolidated Balance Sheets at September 30, 2021 and 2020

Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2020 and 2019

Consolidated Statements of Shareholders’

Equity for the years ended September 30, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years ended September 30, 2021 and 2020

Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended September 30, 2021 and 2020

3 unchanged sentences

Description of Common Stock of Daily Journal Corporation (~)

Form of Non-Negotiable Certificate Representing an Employee Participant Interest in the Daily Journal Corporation (“DJC”) Plan for Supplemental Compensation to an Employee as long as that Employee Remains Employed by DJC or one of its Subsidiaries, Based on Pre-tax Earnings of DJC and its Subsidiaries on a Consolidated Basis.

(~) (‡)

Daily Journal Corporation Code of Ethics (*)

9 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed as an Exhibit to the Company’s 2020 Annual Report on Form 10-K, field with the Securities and Exchange Commission on December 17, 2020

Filed as an Exhibit to the Company’s 2019 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 12, 2019

Management Compensatory Plan

Item 16.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DAILY JOURNAL CORPORATION

Date:     December 17, 2020

/s/ Gerald L.

Date:       

December 17, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 /s/ Charles T.

Chairman of the Board

1 unchanged sentence

/s/ Gerald L.

President, Chief Executive Officer, Chief Financial Officer,

Treasurer and Director (Principal Executive Officer,

Principal Financial Officer and Principal Accounting Officer)

President, Chief Executive Officer,

Chief Financial Officer,

Treasurer and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

December 17, 2021

/s/ Peter Kaufman

December 17, 2021

Peter Kaufman

2 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures