Dillard's 2008 Annual Report Download - page 43

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of the Company and notes thereto are included in this report
beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
The Company maintains “disclosure controls and procedures,” as such term is defined in Rules 13a-15e and
15d-15e 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.
As of January 31, 2009, the Company carried out an evaluation, with the participation of 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), of the effectiveness of the Company’s “disclosure controls and procedures” pursuant to
Securities Exchange Act Rule 13a-15. Based on their evaluation, the principal executive officer and principal
financial officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable
assurance level.
Management’s report on internal control over financial reporting and the attestation report of Deloitte &
Touche LLP, the Company’s independent registered public accounting firm, on management’s assessment of
internal control over financial reporting is incorporated herein by reference from pages F-3 and F-4 of this report.
William Dillard, II, Chairman of the Board of Directors and Chief Executive Officer, has certified to the
New York Stock Exchange that he is not aware of any violations by the Company of the exchange’s corporate
governance listing standards. Attached as an exhibit to this annual report is the certification of Mr. Dillard
required under Section 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of the Company’s public
disclosures.
ITEM 9B. OTHER INFORMATION.
None.
37