CDW 2003 Annual Report Download - page 66

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53
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. Controls and Procedures.
(a) The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 15d-14(c)) as of the end of the period covered by this annual report (the
“Evaluation Date”), have concluded that as of the Evaluation Date, the Company’s disclosure
controls and procedures were adequate and effective to ensure that material information
relating to the Company would be made known to them by others within the Company,
particularly during the period in which this annual report was being prepared.
(b) Changes in internal controls: There was no change in the Company’s internal control over
financial reporting that occurred during the Company’s fiscal quarter ended December 31,
2003 that materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Except for the discussion in the following paragraph regarding the code of ethical conduct, the
information required hereunder is incorporated by reference from the Registrant’s Definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on May 20, 2004, to be filed pursuant to
Regulation 14A not later than April 29, 2004 (the “Definitive Proxy Statement”).
We have adopted a code of ethical conduct for directors, executive officers and other senior financial
personnel which is available on our Web site at CDW.com.
Item 11. Executive Compensation.
The information required under this item is incorporated by reference herein from the Definitive Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required under this item is incorporated by reference herein from the Definitive Proxy
Statement.
Item 13. Certain Relationships and Related Transactions.
The information required under this item is incorporated by reference herein from the Definitive Proxy
Statement. Information in the Definitive Proxy Statement under the headings “Report of the Compensation and