Barnes and Noble 2010 Annual Report Download - page 69

MANAGEMENT’S RESPONSIBILITY FOR
CONSOLIDATED FINANCIAL STATEMENTS
The management of Barnes & Noble, Inc. is responsible
for the contents of the Consolidated Financial Statements,
which are prepared in conformity with accounting prin-
ciples generally accepted in the United States of America.
The Consolidated Financial Statements necessarily include
amounts based on judgments and estimates. Financial
information elsewhere in the Annual Report is consistent
with that in the Consolidated Financial Statements.
The Company maintains a comprehensive accounting sys-
tem which includes controls designed to provide reasonable
assurance as to the integrity and reliability of the financial
records and the protection of assets. An internal audit staff
is employed to regularly test and evaluate both internal
accounting controls and operating procedures, including
compliance with the Company’s statement of policy regard-
ing ethical and lawful conduct. The Audit Committee of
the Board of Directors composed of directors who are not
members of management, meets regularly with manage-
ment, the independent registered public accountants and
the internal auditors to ensure that their respective respon-
sibilities are properly discharged. BDO Seidman, LLP and
the Internal Audit Department of the Company have full and
free independent access to the Audit Committee. The role
of BDO Seidman, LLP, an independent registered public
accounting firm, is to provide an objective examination of
the Consolidated Financial Statements and the underlying
transactions in accordance with the standards of the Public
Company Accounting Oversight Board. The report of BDO
Seidman, LLP accompanies the Consolidated Financial
Statements.
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
The management of Barnes & Noble, Inc. is responsible
for establishing and maintaining adequate internal
control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Under
the supervision and with the participation of manage-
ment, including the Chief Executive Officer and Chief
Financial Officer, the Company conducted an evaluation
of the effectiveness of the Company’s internal control over
financial reporting based on the framework in Internal
Control–Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
In accordance with SEC guidance regarding the reporting
of internal control over financial reporting in connection
with a material acquisition, management may omit an
assessment of an acquired business’ internal control over
financial reporting from management’s assessment of
internal control over financial reporting for a period not to
exceed one year. Accordingly, the Company has excluded
B&N College from the scope of management’s assessment
of the effectiveness of the Company’s internal control over
financial reporting as of May 1, 2010. B&N College consti-
tuted 4% of total assets as of May 1, 2010 and 14% of sales,
respectively, for the fiscal year then ended. Management
did not assess the effectiveness of internal control over
financial reporting of B&N College because of the timing
of the acquisition which was completed on September 30,
2009.
Based on the Company’s evaluation, management con-
cluded that the Company’s internal control over financial
reporting was effective as of May 1, 2010. The Company’s
internal control over financial reporting as of May 1, 2010
has been independently audited by BDO Seidman, LLP, an
independent registered public accounting firm, and their
attestation is included herein. BDO Seidman, LLP’s audit
did not include an evaluation of the internal control over
financial reporting of B&N College.
OTHER INFORMATION
The Company has included the Section 302 certifications
of the Chief Executive Officer and the Chief Financial
Officer of the Company as Exhibits 31.1 and 31.2 to its
Annual Report on Form 10-K for fiscal 2010 filed with the
Securities and Exchange Commission, and the Company
has submitted to the New York Stock Exchange a certificate
of the Chief Executive Officer of the Company certifying
that he is not aware of any violation by the Company of
New York Stock Exchange corporate governance listing
standards.
REPORTS OF MANAGEMENT
2010 Annual Report 67