3M 2008 Annual Report Download - page 105

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99
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
a. The Company carried out an evaluation, under the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end
of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures are effective.
b. The Company’s management is responsible for establishing and maintaining an adequate system of internal
control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Management conducted an
assessment of the Company’s internal control over financial reporting based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework.
Based on the assessment, management concluded that, as of December 31, 2008, the Company’s internal control
over financial reporting is effective. Management’s assessment of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2008 excluded Aearo, which was acquired by the Company in April 2008
in a purchase business combination. Aearo is a wholly-owned subsidiary of the Company whose total assets and
total net sales represented less than 10% of consolidated total assets and less than 2% of consolidated net sales,
respectively, of the Company as of and for the year ended December 31, 2008. Companies are allowed to exclude
acquisitions from their assessment of internal control over financial reporting during the first year of acquisition while
integrating the acquired company under guidelines established by the Securities and Exchange Commission. The
Company’s internal control over financial reporting as of December 31, 2008 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is
included herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008.
c. There was no change in the Company’s internal control over financial reporting that occurred during the
Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Documents Incorporated by Reference
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed
pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, 2008) for its annual
meeting to be held on May 12, 2009, are incorporated by reference in this Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance.
The information relating to directors and nominees of 3M is set forth under the caption “Proposal No. 1 — Election of
Directors” in 3M’s proxy statement for its annual meeting of stockholders to be held on May 12, 2009 (“3M Proxy
Statement”) and is incorporated by reference herein. Information about executive officers is included in Item 1 of this
Annual Report on Form 10-K. The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is
contained under the captions “Governance of the Company — Director Nomination Process”, “Board and Committee
Membership — Audit Committee” of the 3M Proxy Statement and such information is incorporated by reference
herein.
Code of Ethics. All of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer and Controller, are required to abide by 3M’s long-standing business conduct policies to ensure
that our business is conducted in a consistently legal and ethical manner. 3M has posted the text of such code of
ethics on its website (http://www.3M.com/businessconduct). At the same website, any future amendments to the
code of ethics will also be posted. Any person may request a copy of the code of ethics, at no cost, by writing to us at
the following address:
3M Company
3M Center, Building 220-9E-02
St. Paul, MN 55144-1000
Attention: Director, Business Conduct and Compliance