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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 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: Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2022 .
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.
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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 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.
+Added: There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 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 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: 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, 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.
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.
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Management has performed an initial risk assessment to address this deficiency.
−Removed: As a result of this assessment, management and the Committee identified actions to remediate the material weakness, including completing the following actions:
−Removed: Revised procedures for Board and management interactions and communications.
−Removed: Initiated and conducted training and education for members of the Board and certain members of senior management.
−Removed: Established an independent lead director role whose responsibilities, amongst others, include acting as a liaison and monitoring Board and management engagement.
−Removed: Enhanced our evaluation of the control environment.
−Removed: Designed and implementing certain new controls.
+Added: As a result of this assessment, management and the Committee identified actions to remediate the material weakness, including the following actions:
+Added: Updated and further revising policies related to Board and management interactions and communications.
+Added: Enhanced our evaluation of the control environment by increasing the frequency and broadening the scope of the fraud risk assessment.
+Added: Named a lead director whose responsibilities, amongst others, include acting as a liaison and monitoring Board and management engagement.
+Added: Implemented additional regular sessions between senior management and the Board.
+Added: Designed and implemented certain new controls and enhanced existing controls such as:
+Added: Increased testing of certain transactional and entity level controls.
+Added: Initiated and conducted training and education for members of the Board and certain members of senior management regarding the internal control framework and corporate policies related to Board and management engagement.
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.
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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.