definiens: as defined in Rules 13a-15(e ) and 15d-15(e ) ) under Securities ExchangeAct of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to bedisclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periodspecified in the SEC ’s rules and forms . Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to thecompany ’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding requireddisclosure . Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance ofachieving their objectives and management necessarily applies its judgment in evaluating the cost - benefit relationship of possible controls and procedures