Item 9A. Controls and Procedures.
6K characters. Original on sec.gov · Markdown
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company has established and currently maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In conjunction with the close of each fiscal quarter, the Company conducts a review and evaluation, with participation of the Company's management, and under the oversight of the Board of Directors, including the Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, 2025, the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, errors or fraud.
Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, management, with participation of the Company's Chief Executive Officer and Chief Financial Officer, and under the oversight of the Board of Directors, concluded that the Company's internal control over financial reporting was effective as of October 31, 2025.
As disclosed in Part II - Item 9A of the Company's Annual Report on Form 10-K for the year ended October 31, 2024, management identified material weaknesses in internal control over financial reporting related to information technology (IT) general controls for the U.S. operations within the CooperSurgical segment, associated with the implementation and maintenance of certain enterprise resource planning systems (ERP) during fiscal year 2024. The material weakness resulted from not having a sufficient complement of its personnel, inadequate training of personnel and ineffective risk assessment processes to identify and timely respond to the risks related to change management, user control monitoring and segregation of duties in the affected IT environment. Manual controls that rely on system-generated data or reports from the affected IT environment or process level automated controls in the affected IT environment were ineffective because they could have been adversely impacted.
During fiscal year 2025, management, with oversight of the Audit Committee of the Board of Directors, implemented steps to remediate the material weakness. Our internal control remediation efforts included the following:
-
Enhancing risk assessment and procedures over our IT general controls for the affected environments;
-
Developing the skill sets of employees and additional training programs addressing IT general controls and policies with a focus on those related to change management, user access and segregation of duties over IT systems impacting financial reporting;
-
Enhancing controls supporting change management to ensure systems’ integrity as well as user access monitoring controls to enforce appropriate system access and segregation of duties.
During the quarter ended October 31, 2025, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective. As a result, we have concluded the material weakness has been remediated as of October 31, 2025.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
The Company's independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, 2025, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
Except as set forth above, there have been no changes in our internal control over financial reporting during the quarter ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Previous: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. · Next: Item 9B. Other Information.