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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-11 · 45 added, 51 removed, 85 unchanged (53% of the section changed)

and Procedures.

Controls 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

and with the participation of our management including our Chief Executive Officer and our Acting 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.

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

controls and procedures as of December 31, 2022 were effective.

(b) Management’s Annual Report on Internal

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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, 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”).

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

control over financial reporting as of December 31, 2022 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,

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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

Acting 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, 2022 that have materially affected or are reasonably likely to materially effect, the

Company’s internal control over financial reporting.

Executive Officers and Corporate Governance.

Other Information

Directors, Executive Officers

and Corporate Governance.

The information required by this item is incorporated

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

Compensation.

Executive Compensation.

The information required by this item is incorporated

by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders under the caption “Executive Compensation.”

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

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

Additional information required by this item is

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Ownership of Management and Principal Stockholders”.

Relationships and Related Transactions, and Director Independence.

Certain Relationships and

Related Transactions, and Director Independence.

This information required by this item is incorporated

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with Management” and “Director Independence”.

Accounting Fees and Services.

Principal Accounting Fees

and Services.

The information regarding principal accountant

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under the caption “Principal Accountant Fees and Services.”

Financial Statement Schedules

The following financial

statements are included in Part II, Item 8.

Exhibits and 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,

Report of Independent Registered Public

Accounting Firm

Statements of Operations - Years ended December 31,

2021 and 2020

Consolidated Balance Sheets - December

31, 2021 and 2020

Statements of Cash Flows - Years ended December 31,

2021 and 2020

Statements of Changes in Stockholders’ Equity – Years

ended December 31, 2021 and 2020

Financial Statements of Wright Investors’

Service Holdings, Inc.:

Report of Independent Registered Public Accounting Firm

Statements of Operations - Years ended December 31, 2022 and 2021

Statements of Comprehensive Income - Years ended December 31, 2022 and 2021

Consolidated Balance Sheets - December 31, 2022 and 2021

Statements of Cash Flows - Years ended December 31, 2022 and 2021

Statements of Changes in Stockholders’ Equity – Years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

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.

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.

Articles 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 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.

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

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 Company

XBRL Instance Document.

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XBRL tags are embedded within the Inline XBRL

Inline XBRL Taxonomy Extension Calculation

Linkbase Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label

Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation

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March 28, 2023

/s/ HARVEY P.

Chairman, President and Chief Executive Officer

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Acting Chief Financial Officer and Acting Principal

Accounting Officer

March 28, 2023

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