Build-A-Bear Workshop 2011 Annual Report Download - page 46

BUILD-A-BEAR WORKSHOP, INC. 2011 FORM 10-K
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
Our management, with the participation of our Chief
Executive Bear and Chief Operations and Financial Bear, has
evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), as of the end of the period
covered by this report. Our disclosure controls and
procedures are designed to provide reasonable assurance of
achieving their objectives, and based on the foregoing
evaluation, our management, including the Chief Executive
Bear and Chief Operations and Financial Bear, concluded
that our disclosure controls and procedures were effective at
the reasonable assurance level as of December 31, 2011, the
end of the period covered by this Annual Report.
It should be noted that our management, including the
Chief Executive Bear and the Chief Operations and Financial
Bear, do not expect that our disclosure controls and
procedures or internal controls will prevent all error and all
fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The
design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of
compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud
may occur and not be detected.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Our management is responsible for establishing and
maintaining adequate internal control over financial
reporting, as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934. Under the supervision and with the
participation of our management, including the Chief
Executive Bear and the Chief Operations and Financial Bear,
we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31,
2011. Our management, with the participation of our Chief
Executive Bear and Chief Operations and Financial Bear,
also conducted an evaluation of our internal control over
financial reporting to determine whether any changes
occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting. All
internal control systems have inherent limitations, including
the possibility of circumvention and overriding the
control. Accordingly, even effective internal control can
provide only reasonable assurance as to the reliability of
financial statement preparation and presentation. Further,
because of changes in conditions, the effectiveness of internal
control may vary over time.
In making its evaluation, our management used the
criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated Framework. Based upon this
evaluation, our management has concluded that our internal
control over financial reporting as of December 31, 2011
is effective.
Our independent registered public accounting firm,
Ernst & Young LLP, has audited the effectiveness of our internal
control over financial reporting, as stated in its report which is
included herein.
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