Rare Element Resources Ltd. - page 86

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The principal executive officer and principal financial officer, with the supervision of the Board of Directors and
Audit Committee and participation of management, have evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of December 31, 2014. Based on the
evaluation, the principal executive officer and principal financial officer concluded that the disclosure controls and
procedures in place are effective to ensure that information required to be disclosed by the Company, including
consolidated subsidiaries, in reports that the Company files or submits under the Exchange Act, is recorded,
processed, summarized and reported in accordance with applicable time periods specified by the SEC rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act
is accumulated and communicated to our management, including our principal executive and financial officers, or
persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the
Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial
officers and effected by our Board of Directors, management and other personnel, 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. Our internal control over financial reporting includes
those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and
directors; and
provide reasonable assurance regarding prevention or timely detections of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014.
In making this assessment, our management used the criteria set forth in the Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our management assessment, we have concluded that, as of December 31, 2014, our internal controls over
financial reporting were effective based on those criteria.
The effectiveness of internal control over financial reporting as of December 31, 2014 has been audited by EKS&H
LLLP, the independent registered public accounting firm that audited our Financial Statements included in this
Annual Report.
Changes in Internal Controls
There has been no change in our internal control over financial reporting during the quarter ended December 31,
2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
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