Citibank 2008 Annual Report Download - page 114

CORPORATE GOVERNANCE AND
CONTROLS AND PROCEDURES
FORWARD-LOOKING STATEMENTS
Corporate Governance
Citigroup has a Code of Conduct that maintains the Company’s commitment
to the highest standards of conduct. The Company has established an ethics
hotline for employees. The Code of Conduct is supplemented by a Code of
Ethics for Financial Professionals (including finance, accounting, treasury,
tax and investor relations professionals) that applies worldwide.
Both the Code of Conduct and the Code of Ethics for Financial
Professionals can be found on the Citigroup Web site, www.citigroup.com.
The Code of Conduct can be found by clicking on “About Citi,” and the Code
of Ethics for Financial Professionals can be found by further clicking on
“Corporate Governance.” The Company’s Corporate Governance Guidelines
and the charters for the Audit and Risk Management Committee, the
Nomination and Governance Committee, the Personnel and Compensation
Committee, and the Public Affairs Committee of the Board are also available
under the “Corporate Governance” page, or by writing to Citigroup Inc.,
Corporate Governance, 425 Park Avenue, 2nd Floor, New York, New York
10043.
Controls and Procedures
Disclosure
The Company’s disclosure controls and procedures are designed to ensure
that information required to be disclosed under the Exchange Act is
accumulated and communicated to management, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), to allow for
timely decisions regarding required disclosure and appropriate SEC filings.
The Company’s Disclosure Committee is responsible for ensuring that
there is an adequate and effective process for establishing, maintaining and
evaluating disclosure controls and procedures for the Company’s external
disclosures.
The Company’s management, with the participation of the Company’s
CEO and CFO, has evaluated the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange
Act) as of December 31, 2008 and, based on that evaluation, the CEO and
CFO have concluded that at that date the Company’s disclosure controls and
procedures were effective.
Financial Reporting
There were no changes in the Company’s internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the
fiscal quarter ended December 31, 2008 that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
When describing future business conditions in this Annual Report on
Form 10-K, including, but not limited to, descriptions in the section titled
“Management’s Discussion and Analysis,” particularly in the “Outlook”
sections, the Company makes certain statements that are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. The Company’s actual results may differ materially from those
included in the forward-looking statements, which are indicated by words
such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may
increase,” “may fluctuate,” and similar expressions, or future or conditional
verbs such as “will,” “should,” “would,” and “could.”
These forward-looking statements are based on management’s current
expectations and involve external risks and uncertainties including, but not
limited to, those described under “Risk Factors” beginning on page 47. Other
risks and uncertainties disclosed herein include, but are not limited to:
• levels of activity and volatility in the capital markets;
• global economic conditions, including the level of interest rates, the credit
environment, unemployment rates, and political and regulatory
developments in the U.S. and around the world;
• the impact the elimination of QSPEs from the guidance on SFAS 140 may
have on Citigroup’s consolidated financial statements;
• the difficult environment surrounding the Japan Consumer Finance
business and the way courts will view grey zone claims;
• the effect continued deterioration in the U.S. housing market could have
on the Consumer Banking business’ cost of credit in the first mortgage
and second mortgage portfolios;
• the effect of default rates on the cost of credit;
• the dividending capabilities of Citigroup’s subsidiaries;
• the effect that possible amendments to, and interpretations of, risk-based
capital guidelines and reporting instructions might have on Citigroup’s
reported capital ratios and net risk-weighted assets;
• the possibility of further adverse rating actions by credit rating agencies in
respect of structured credit products or other credit-related exposures or of
monoline insurers;
• the effectiveness of the hedging products used in connection with
Securities and Banking’s trading positions in U.S. subprime RMBS and
related products, including ABS CDOs, in the event of material changes in
market conditions; and
• the outcome of legal, regulatory and other proceedings.
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