PolyOne 2009 Annual Report

ITEM 9.
None.
ITEM 9A.
CHANGES IN AND DISAGREEMENTS WITH ACCOUN-
TANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
CONTROLS AND PROCEDURES
Changes in internal control over financial reporting
There were no changes in the Company’s internal control over
financial reporting that occurred during the quarter ended December
31, 2009 that have materially affected, or are reasonably likely
to materially affect, the Company’s internal control over financial
reporting.
Disclosure controls and procedures
PolyOne’s management, with the participation of the Chief Executive
Officer and the Chief Financial Officer, has evaluated the
effectiveness of the design and operation of PolyOne’s disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) as of
December 31, 2009. Based on this evaluation, the Chief Executive
Officer and the Chief Financial Officer have concluded that such
disclosure controls and procedures are effective as of December
31, 2009.
ITEM 9B.
None.
PART III
ITEM 10.
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS AND CORPO-
RATE GOVERNANCE
POLYONE CORPORATION
Management’s annual report on internal control over financial
reporting
The following report is provided by management in respect of
PolyOne’s internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934):
1. PolyOne’s management is responsible for establishing and
maintaining adequate internal control over financial reporting.
2. PolyOne’s management has used the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) framework to
evaluate the effectiveness of internal control over financial
reporting. Management believes that the COSO framework is
a suitable framework for its evaluation of financial reporting
because it is free from bias, permits reasonably consistent
qualitative and quantitative measurements of PolyOne’s internal
control over financial reporting, is sufficiently complete so that
those relevant factors that would alter a conclusion about the
effectiveness of PolyOne’s internal control over financial reporting
are not omitted and is relevant to an evaluation of internal
control over financial reporting.
3. Management has assessed the effectiveness of PolyOne’s
internal control over financial reporting as of December 31,
2009 and has concluded that such internal control over financial
reporting is effective. There were no material weaknesses in
internal control over financial reporting identified by
management.
4. Ernst & Young LLP, who audited the consolidated financial statements
of PolyOne for the year ended December 31, 2009, also
issued an attestation report on PolyOne’s internal control over
financial reporting under Auditing Standard No. 5 of the Public
Company Accounting Oversight Board. This attestation report is
set forth on page 34 of this Annual Report on Form 10-K and is
incorporated by reference into this Item 9A.
The information regarding PolyOne’s directors, including the identification
of the audit committee and the audit committee financial
expert, is incorporated by reference to the information contained in
PolyOne’s Proxy Statement with respect to the 2010 Annual Meeting
of Shareholders (2010 Proxy Statement). Information concerning
executive officers is contained in Part I of this Annual Report on
Form 10-K under the heading “Executive Officers of the Registrant.”
The information regarding Section 16(a) beneficial ownership
reporting compliance is incorporated by reference to the material
under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in the 2010 Proxy Statement.
The information regarding any changes in procedures by which
shareholders may recommend nominees to PolyOne’s Board of
Directors is incorporated by reference to the information contained
in the 2010 Proxy Statement.
PolyOne has adopted a code of ethics that applies to its
principal executive officer, principal financial officer and principal
accounting officer. PolyOne’s code of ethics is posted under the
Investor Relations tab of its website at www.polyone.com. PolyOne
will post any amendments to, or waivers of, its code of ethics that
apply to its principal executive officer, principal financial officer and
principal accounting officer on its website.
ITEM 11.
EXECUTIVE COMPENSATION
The information regarding executive officer and director compensation
is incorporated by reference to the information contained in
the 2010 Proxy Statement.
The information regarding compensation committee interlocks
and insider participation and the compensation committee report is
incorporated by reference to the information contained in the 2010
Proxy Statement.
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