Charles Schwab 2011 Annual Report Download - page 121

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THE CHARLES SCHWAB CORPORATION
- 93 -
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: The management of the Company, with the participation of the Company’s
Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2011. Based on
this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures were effective as of December 31, 2011.
Changes in internal control over financial reporting: No change in the Company’s internal control over financial reporting
(as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) was identified during the quarter ended
December 31, 2011, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public
Accounting Firm are included in “Item 8 – Financial Statements and Supplementary Data.”
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information relating to directors of CSC required to be furnished pursuant to this item is incorporated by reference from
portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC pursuant
to Regulation 14A by April 30, 2012 (the Proxy Statement) under “Members of the Board of Directors,” “Corporate
Governance Information,” “Director Nominations,” and “Section 16(a) Beneficial Ownership Reporting Compliance.” The
Company’s Code of Conduct and Business Ethics, applicable to directors and all employees, including senior financial
officers, is available on the Company’s website at http://www.aboutschwab.com/governance. If the Company makes any
amendments to or grants any waivers from its Code of Conduct and Business Ethics, which are required to be disclosed
pursuant to the Securities Exchange Act of 1934, the Company will make such disclosures on this website.