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Item 9A. Controls and Procedures

2022-05-04 compared with 2021-05-05 · 436 added, 728 removed, 228 unchanged (84% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Management, with the participation of the Chief

Executive Officer and Chief Financial Officer, has performed an evaluation of

our disclosure controls and procedures that are defined in Rules

13a-15(e) and 15d-15(e) of the

Securities Exchange Act of 1934 (the Exchange Act) as of the end of

the period covered by this Report.

This evaluation included consideration of the

controls, processes, and procedures that are designed to ensure that information

required to be disclosed by us in the reports we file under the Exchange Act is

recorded, processed, summarized, and reported within the time periods specified

in the SECs rules and forms and that such information is accumulated and

communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate to allow timely decisions regarding required

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that, as of March 31, 2021, our disclosure controls and

procedures were effective.

Managements Report on Internal Control Over Financial Reporting

Our 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

Exchange Act.

Our management, including our Chief Executive Officer and Chief

Financial Officer, assessed the effectiveness of our internal control over financial

reporting as of March 31, 2021.

In making this assessment, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in the 2013 Internal ControlIntegrated Framework .

Based on our assessment using the criteria set forth by COSO in the 2013 Internal

ControlIntegrated Framework , management concluded that our internal

control over financial reporting was effective as of March 31, 2021.

OTHER INFORMATION.

Effective as of April 30, 2021 we executed Amendment

7 to our Supplier Partnering Agreement dated January 3, 2006 by

and between Pacesetter, Inc., now a subsidiary of Abbott Laboratories, and

us, as amended by Amendment No.

1 to the Agreement dated September 6,

2007, Amendment No.

2 dated December 15, 2009, Amendment No.

September 13, 2010, Amendment No.

4 dated February 1, 2011, Amendment

5 dated April 20, 2016, and Amendment No.

6 dated December 18,

We supply products to Abbott Laboratories under the Supplier Partnering

Agreement as amended.

The Amendment extends the Supplier Partnering Agreement

term through November 30, 2021.

The Amendment is filed as Exhibit 10.18 to

this Annual Report on Form 10-K.

Our management, including our Chief Executive Officer

and Chief Financial Officer, does not expect that our internal control over financial

reporting will prevent all errors and all fraud.

A control system, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits

of controls must be considered relative to their costs.

Because of the inherent

limitations in all control systems, no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, within NVE have

been detected.

Our internal controls over financial reporting, however, are designed

to provide reasonable assurance that the objectives of internal control over financial

reporting are met.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has performed an evaluation of our disclosure controls and procedures that are defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Report.

This evaluation included consideration of the controls, processes, and procedures that are designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, our disclosure controls and procedures were effective.

Management ’

s Report on Internal Control Over Financial Reporting

Our 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 Exchange Act.

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2022.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control —

Integrated Framework .

Based on our assessment using the criteria set forth by COSO in the 2013 Internal Control —

Integrated Framework , management concluded that our internal control over financial reporting was effective as of March 31, 2022.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVE have been detected.

Our internal controls over financial reporting, however, are designed to provide reasonable assurance that the objectives of internal control over financial reporting are met.

Changes in Internal Controls

During the quarter ended March 31, 2021, there

was no change in our internal control over financial reporting that materially

affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

During the quarter ended March 31, 2022, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The section titled Proposal 1.

of Board of Directors to be included in our Proxy Statement for our 2021

Annual Meeting of Shareholders sets forth certain information regarding our directors

and executive officers required by Item 10, the section titled Information

About Our Executive Officers sets forth information regarding our executive

officers required by Item 10, and the section titled Corporate Governance

sets forth information regarding our corporate governance and code of ethics required

The information in these sections to be included in our Proxy

Statement for our 2021 Annual Meeting of Shareholders are incorporated by reference

into this section.

The section titled “Delinquent Section 16(a) Reports”

sets forth information regarding delinquent Section 16(a) reports required by Item 10, to be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders , the section titled “Proposal 1.

Election of Board of Directors”

sets forth certain information regarding our directors and executive officers required by Item 10, the section titled “Information About Our Executive Officers”

sets forth information regarding our executive officers required by Item 10, and the section titled “Corporate Governance”

sets forth information regarding our corporate governance and code of ethics required by Item 10.

The information in these sections to be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders are incorporated by reference into this section.

EXECUTIVE COMPENSATION.

The information in the sections Executive

Compensation, Compensation Discussion and Analysis, Corporate

Governance Board Committees Compensation Committee Interlocks

and Insider Participation, and Director Compensation to be included

in our Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated

by reference into this section.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information in the sections Equity Compensation

Plan Information and Security Ownership to be included in our

Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated by

reference into this section.

Information regarding the material features of our

2000 Stock Option Plan, as amended, is contained in Note 5 to the Financial

Statements included elsewhere in this Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

The information in the sections Security Ownership

Transactions With Related Persons, Promoters, and Certain Control Persons

and Corporate Governance Board Composition and Independence

to be included in our Proxy Statement for our 2021 Annual Meeting of Shareholders

is incorporated by reference into this section.

The information in the sections “Executive Compensation,”

“Compensation Discussion and Analysis,”

“Corporate Governance –

Board Committees –

Compensation Committee Interlocks and Insider Participation,”

and “Director Compensation”

to be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated by reference into this section.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information in the sections “Equity Compensation Plan Information”

and “Security Ownership”

to be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated by reference into this section.

Information regarding the material features of our 2000 Stock Option Plan, as amended, is contained in Note 5 to the Financial Statements included elsewhere in this Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information in the sections “Security Ownership –

Transactions With Related Persons, Promoters, and Certain Control Persons”

and “Corporate Governance –

Board Composition and Independence”

to be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated by reference into this section.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information in the sections Audit Committee

Disclosure Fees Billed to Us by Our Independent Registered Public

Accounting Firm During Fiscal 2020 and 2019 and Audit Committee Disclosure

Audit Committee Pre-Approval Policy to be included in our Proxy Statement

for our 2021 Annual Meeting of Shareholders is incorporated by reference into

this section.

The information in the sections “Audit Committee Disclosure –

Fees Billed to Us by Our Independent Registered Public Accounting Firm During Fiscal 2022 and 2021”

and “Audit Committee Disclosure –

Audit Committee Pre-Approval Policy”

to be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated by reference into this section.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements and Schedules

Financial statements are provided pursuant to Item 8

of this Report.

Certain financial statement schedules have been omitted because

they are not required, not applicable, or the required information is provided

in other financial statements or the notes to the financial statements.

The following is a list of exhibits:

and Restated Articles of Incorporation of the company as amended by the Board

of Directors effective November 21, 2002 (incorporated by reference to the

Form 10-QSB for the period ended December 31, 2002).

of the company as amended by the Board of Directors effective May 6, 2020.

Description of the registrants securities registered

pursuant to Section 12 of the Securities Exchange Act of 1934.

dated October 1, 1998 between the company and Glenborough Properties, LP (incorporated

by reference to the Form 10-QSB for the period ended September 30, 2002).

amendment to lease between the company and Glenborough dated September 18,

2002 (incorporated by reference to the Form 10-QSB for the period ended September 30,

amendment to lease between the company and Glenborough dated December 1, 2003

(incorporated by reference to the Form 10-QSB

for the period ended December 31, 2003).

amendment to lease between the company and Carlson Real Estate (incorporated by

reference to the Form 8-K/A filed December 20, 2007).

amendment to lease between the company and the Barbara C.

Gage Revocable Trust

(incorporated by reference to our Current Report on Form 8-K/A filed August 3,

amendment to lease between the company and GRE Bryant Lake, LLC (incorporated

by reference to our Current Report on Form 8-K/A filed March 3, 2020).

Agreement between the company and Daniel A.

Baker dated January 29, 2001

(incorporated by reference to the Form 10-KSB for the year ended March 31,

Corporation 2000 Stock Option Plan as Amended July 19, 2001 by the shareholders

(incorporated by reference to our Registration Statement on Form S-8 filed July 20,

Indemnification

Agreement by and between Pacesetter, Inc., a St.

Jude Medical Company, d.b.a.

Jude Medical Cardiac Rhythm Management Division, and the company (incorporated

by reference to the Form 8-K filed September 27, 2005).

Partnering Agreement by and between St.