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Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-12 · 100 added, 100 removed, 36 unchanged (85% of the section changed)

and Procedures.

(a) Evaluation of Disclosure Controls

and Procedures

We carried out an evaluation, under the

supervision and with the participation of our management including our Chief Executive Officer and our Chief Financial Officer,

of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities

Exchange Act of 1934, as amended.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures as of December 31, 2020 were effective.

(b) Management’s Annual Report

on Internal Control over Financial Reporting

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision

and with the participation of our management including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness

of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934,

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures as of December 31, 2021 were effective.

(b) Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).

control processes and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of our consolidated financial statements in accordance with United States generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that reasonably allow us to record, process,

summarize, and report information and financial data within prescribed time periods and in accordance with Rule 13a-15(e) of the

Securities Exchange Act of 1934, as amended.

Our internal control

processes and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of our consolidated financial statements in accordance with United States generally accepted accounting principles.

control over financial reporting includes those policies and procedures that reasonably allow us to record, process, summarize, and report

information and financial data within prescribed time periods and in accordance with Rule 13a-15(e) of the Securities Exchange Act of

1934, as amended.

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.

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 Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of internal

control over financial reporting as of December 31, 2020 based on the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission in Internal Control –

Integrated Framework (2013) (“COSO Framework”).

of management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of internal control

over financial reporting as of December 31, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission in Internal Control – Integrated Framework (2013) (“COSO Framework”).

Based upon our evaluation, the Company concluded that our internal control over financial reporting was effective as of December 31,

This annual report does not include

an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit

the Company to provide only management's report in this annual report.

This annual report does not include an attestation

report of the Company's registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the

Company to provide only management's report in this annual report.

(d) Changes in Internal Control over Financial Reporting

The Company’s Chief Executive Officer

and Chief Financial Officer have also concluded that there have not been any changes in the Company’s internal control over

financial reporting during the quarter ended December 31, 2020 that have materially affected or are reasonably likely to materially

effect, the Company’s internal control over financial reporting.

Directors, Executive

Officers and Corporate Governance.

The information required by this item is

incorporated by reference to the Company’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days

after the Company’s fiscal year end of December 31, 2020 for its annual stockholders’

meeting for 2020 (the “Proxy

Statement”) under the captions “Directors and Executive Officers”, “Corporate Governance”, “Compliance

with Section 16(a) of the Exchange Act”, “Code of Ethics”

and “Audit Committee.”

Executive Compensation.

The information required by this item is

incorporated by reference to the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders under the caption

“Executive Compensation.”

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

Additional information required by this

item is incorporated by reference to the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders under the

caption “Stock Ownership of Management and Principal Stockholders”.

Certain Relationships

and Related Transactions, and Director Independence.

This information required by this item

is incorporated by reference to the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders under the captions

“Certain Transactions with Management”

and “Director Independence”.

Principal Accounting

Fees and Services.

The Company’s Chief Executive Officer and

Chief Financial Officer have also concluded that there have not been any changes in the Company’s internal control over financial

reporting during the quarter ended December 31, 2021 that have materially affected or are reasonably likely to materially effect, the

Company’s internal control over financial reporting.

Executive Officers and Corporate Governance.

The information required by this item is incorporated

by reference to the Company’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the Company’s

fiscal year end of December 31, 2021 for its annual stockholders’ meeting for 2021 (the “Proxy Statement”) under the

captions “Directors and Executive Officers”, “Corporate Governance”, “Compliance with Section 16(a) of the

Exchange Act”, “Code of Ethics” and “Audit Committee.”

Compensation.

The information required by this item is incorporated

by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the caption “Executive Compensation.”

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Additional information required by this item is

incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the caption “Stock

Ownership of Management and Principal Stockholders”.

Relationships and Related Transactions, and Director Independence.

This information required by this item is incorporated

by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders under the captions “Certain Transactions

with Management” and “Director Independence”.

Accounting Fees and Services.

The information regarding principal accountant

fees and services and the Company’s pre-approval policies and procedures for audit and non-audit services provided by the

Company’s independent accountants is incorporated by reference to the Company’s Proxy Statement for its 2020 Annual

Meeting of Stockholders under the caption “Principal Accountant Fees and Services.”

Exhibits and Financial Statement

(a)(1) The following financial statements are included in Part II, Item 8.

fees and services and the Company’s pre-approval policies and procedures for audit and non-audit services provided by the Company’s

independent accountants is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders

under the caption “Principal Accountant Fees and Services.”

Financial Statement Schedules

The following financial

statements are included in Part II, Item 8.

Financial Statements and Supplementary Data:

Financial Statements of Wright Investors’

Service Holdings, Inc.:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations - Years ended December 31,

Financial Statements of Wright Investors’ Service Holdings,

Report of Independent Registered Public

Accounting Firm

Statements of Operations - Years ended December 31,

2021 and 2020

Consolidated Balance Sheets - December 31, 2020 and 2019

Consolidated Statements of Cash Flows - Years ended December 31,

Consolidated Balance Sheets - December

31, 2021 and 2020

Consolidated Statements of Changes in Stockholders’

Equity –

Statements of Cash Flows - Years ended December 31,

2021 and 2020

Statements of Changes in Stockholders’ Equity – Years

ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

(a)(2) Schedules have been omitted because they are not required or are not applicable, or the required

information has been included in the financial statements or the notes thereto.

(a)(3) See accompanying Index to Exhibits.

Articles of Incorporation.

Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form S-1, Registration No.

Incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form S-1, Registration No.

Form of certificate representing shares of common stock, par value $0.01 per share.

Incorporated herein by reference to Exhibit 4.1 of the Registrant’s Form S-1, Registration No.

Form of Restricted Stock Unit Agreement.

Incorporated herein by reference to Exhibit 10.9 of the Registrant’s Form 8-K filed on December 22, 2012.

Code of Business Conduct and Ethics for Chief Executive Officer and Senior Financial Officers of the Registrant and its subsidiaries.

Incorporated herein by reference to Exhibit 14.1 to the Registrant’s Form 10-K for the year ended December 31, 2004 filed on April 15, 2005

Subsidiaries of the Registrant*

Certification of the principal executive officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)

Certification of the principal financial officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)

Certifications pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer and the principal financial officer of the Registrant

Schedules have been

omitted because they are not required or are not applicable, or the required information has been included in the financial statements

or the notes thereto.

See accompanying Index to Exhibits.

of Incorporation.

Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form S-1, Registration No.

herein by reference to Exhibit 3.2 of the Registrant’s Form S-1, Registration No.

of certificate representing shares of common stock, par value $0.01 per share.

Incorporated herein by reference to Exhibit

4.1 of the Registrant’s Form S-1, Registration No.

of Restricted Stock Unit Agreement.

Incorporated herein by reference to Exhibit 10.9 of the Registrant’s Form 8-K filed on December

of Business Conduct and Ethics for Chief Executive Officer and Senior Financial Officers of the Registrant and its subsidiaries.

herein by reference to Exhibit 14.1 to the Registrant’s Form 10-K for the year ended December 31, 2004 filed on April 15, 2005

of the Registrant*

Certification

of the principal executive officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)

Certification

of the principal financial officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)

Certifications

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive

officer and the principal financial officer of the Company

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_________________________________

2 unchanged sentences

Pursuant to the requirements

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.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC

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.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC

March 11, 2022

/s/ HARVEY P.

Chairman, President and Chief Executive Officer

1 unchanged sentence

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.

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/ HARVEY P.

4 unchanged sentences

Acting Chief Financial Officer and Acting Principal

Accounting Officer

March 11, 2022

6 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