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Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
−Removed: Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal controls over financial reporting as of March 31, 2022, based on the criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based upon this evaluation, our management, including our principal executive officer and principal financial officer, have identified a material weakness in our internal control over financial reporting initially disclosed as of September 30, 2021.
+Added: Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal controls over financial reporting as of June 30, 2022, based on the criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).
+Added: Based upon this evaluation, our management, including our principal executive officer and principal financial officer, have concluded that a material weakness in our internal control over financial reporting still exists as initially disclosed as of September 30, 2021.
Specifically, the Company does not have sufficient policies and procedures related to Board oversight of certain Board engagement within the Company’s control environment.
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Regulations under the Exchange Act require public companies, including our Company, to evaluate any change in our “internal control over financial reporting” as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act.
−Removed: There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than those disclosed in the status update section.
Status Update
−Removed: Management and our Board of Directors are committed to remediating the above noted material weakness.
−Removed: Based upon a recommendation of the Audit Committee, the Board formed a committee (the “Committee”) to develop and execute on a remediation plan.
−Removed: The Committee and management are in the process of developing the remediation plan and have implemented the following:
−Removed: Engaged independent consultants to advise the Board’s Committee as it relates to the deficiency.
+Added: Management and our Board of Directors are committed to remediating the above noted material weakness to address the deficiency within the control environment which resulted from a lack of sufficient policies and procedures surrounding the frequency, manner and extent in which Board members engage with management, particularly resulting, in part, from increased Board engagement with management, as disclosed in Part I, Item 2, “ Current Operating Environment ” included elsewhere in this Quarterly Report on Form 10-Q.
+Added: As a result, management and the Board determined that it should establish and/or enhance additional policies and procedures relating to Board engagement and establish a process to evaluate adherence to these policies and procedures.
+Added: Based upon a recommendation of the Audit Committee, the Board formed a committee (the “Committee”) and engaged independent consultants to advise the Committee and management as it relates to this deficiency to develop and execute on a remediation plan.
+Added: Management has performed an initial risk assessment to address this deficiency.
+Added: As a result of this assessment, management and the Committee identified actions to remediate the material weakness, including completing the following actions:
+Added: Revised procedures for Board and management interactions and communications.
+Added: Initiated and conducted training and education for members of the Board and certain members of senior management.
+Added: Established an independent lead director role whose responsibilities, amongst others, include acting as a liaison and monitoring Board and management engagement.
Enhanced our evaluation of the control environment.
−Removed: Management and our Board are committed to taking appropriate steps to remediate the deficiency.
+Added: Designed and implementing certain new controls.
+Added: Management will continue to perform ongoing risk assessment procedures, including continued enhancement, design and implementation of relevant controls, and will assess and test the effectiveness of these remediation efforts.
The material weakness cannot be considered remediated until remediation efforts have operated for a sufficient period of time and management has concluded, that the material weakness has been resolved.
−Removed: Additional remediation measures continue to be considered and will be implemented as appropriate.
We will continue to assess the effectiveness of our remediation efforts in connection with our evaluations of internal control over financial reporting.
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Legal Proceedings
−Removed: See Note 9–Commitments and Contingencies under the caption “Legal Proceedings” in our notes to the unaudited condensed consolidated financial statements for further details concerning our other legal proceedings.
−Removed: There have been no material changes to the risk factors set forth in Item 1A.to Part I of our Annual Report on Form 10-K, as filed on February 28, 2022, except to the extent factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors, which is incorporated herein by reference.
+Added: See Note 8–Commitments and Contingencies under the caption “Legal Proceedings” in our notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details concerning our other legal proceedings.
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.