Avid 2004 Annual Report Download - page 82

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2004. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of
a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the company’s management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2004, our chief
executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and
procedures were effective at the reasonable assurance level.
Management’s report on our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) and the independent registered public accounting firm’s related audit report are included in Item 8 of this
Form 10-K and are incorporated herein by reference.
No change in our internal control over financial reporting occurred during the fiscal quarter ended December 31, 2004 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
We have adopted a Code of Business Conduct and Ethics applicable to all our employees, including our principal executive
officer, principal financial officer and principal accounting officer. We will provide any person, without charge, with a
copy of our Code of Business Conduct and Ethics upon written request to Avid Technology, Inc., Avid Technology Park,
One Park West, Tewksbury, MA 01876, Attention: Corporate Secretary.
The remainder of the response to this item is contained under the caption "EXECUTIVE OFFICERS OF THE COMPANY"
in Part I hereof, and in our Proxy Statement for our 2005 Annual Meeting of Stockholders (the "2005 Proxy Statement")
under the captions "Election of Directors" and “Section 16(a) Beneficial Ownership Reporting Compliance” all of which is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is contained in the 2005 Proxy Statement under the captions "Election of Directors - Directors’
Compensation" and "Executive Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The response to this item is contained in the 2005 Proxy Statement under the caption "Security Ownership of Certain
Beneficial Owners and Management" and is incorporated herein by reference.
The disclosures required for securities authorized for issuance under equity compensation plans are contained in the 2005
Proxy Statement under the caption “Equity Compensation Plan Information” and are incorporated herein by reference.