Dillard's 2002 Annual Report Download - page 22

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISRTANT.
A. Directors of the Registrant
Information regarding directors of the Registrant is incorporated herein by reference to the
information on pages 5 through 8 under the heading “Nominees for Election as Directors” and
page 14 under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the
Proxy Statement.
B. Executive Officers of the Registrant
Information regarding executive officers of the Registrant is incorporated herein by reference to
Item 1 of this report under the heading “Executive Officers of the Registrant.” Reference
additionally is made to the information under the heading “Section 16(a) Beneficial Ownership
Reporting Compliance” on page 14 in the Proxy Statement, which information is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation and compensation of directors is incorporated herein by
reference to the information beginning on page 9 under the heading “Compensation of Directors and
Executive Officers” and concluding on page 11 under the heading “Compensation of Directors” in the
Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information regarding security ownership of certain beneficial owners and management is incorporated
herein by reference to the information on page 4 under the heading “Principal Holders of Voting
Securities” and page 5 under the heading “Nominees for Election as Directors” and continuing through
footnote 12 on page 7 in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is incorporated herein by reference to
the information on page 14 under the heading “Certain Relationships and Transactions” in the Proxy
Statement.
ITEM 14. CONTROLS AND PROCEDURES.
The Company maintains “disclosure controls and procedures,” as such term is defined in Rules 13a-14 and 15d-
14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that
information required to be disclosed in the Company’s reports, pursuant to the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that
such information is accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required
disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well-designed and operated, can provide only reasonable
assurances of achieving the desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company’s management, including William Dillard, II, Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer) and James I. Freeman, Senior Vice-President and Chief
Financial Officer (principal financial officer), have evaluated the effectiveness of the Company’s “disclosure
controls and procedures,” within 90 days of the filing date of this Annual Report on Form 10-K. Based on their
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