Cracker Barrel 2008 Annual Report Download - page 55

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transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the company are being made only in accordance
with authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control
over financial reporting, including the possibility of
collusion or improper management override of controls,
material misstatements due to error or fraud may not
be prevented or detected on a timely basis. Also,
projections of any evaluation of the effectiveness of the
internal control over financial reporting to future
periods are subject to the risk that the controls may
become inadequate because of changes in conditions,
or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of August 1, 2008, based on the criteria
established in
Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
We have also audited, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial
statements of the Company as of and for the year ended
August 1, 2008, and our report dated September 25,
2008, expressed an unqualified opinion on those
consolidated financial statements.
Nashville, Tennessee
September 25, 2008
53
Report of Independent Registered Public Accounting Firm
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF CBRL GROUP, INC.
LEBANON, TENNESSEE
We have audited the internal control over financial
reporting of CBRL Group, Inc. and subsidiaries (the
“Company”) as of August 1, 2008, based on criteria
established in
Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of
the Treadway Commission. The Company’s management
is responsible for maintaining effective internal control
over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the Company’s internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable
assurance about whether effective internal control over
financial reporting was maintained in all material
respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing
the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness
of internal control based on the assessed risk, and
performing such other procedures as we considered
necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting
is a process designed by, or under the supervision of, the
company’s principal executive and principal financial
officers, or persons performing similar functions, and
effected by the company’s board of directors,
management, and other personnel to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles. A company’s internal control over
financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the