Emerson 2011 Annual Report Download - page 14

12 | 2011 Emerson
Report of Management
The Company’s management is responsible for the
integrity and accuracy of the financial statements.
Management believes that the financial statements for
the three years ended September 30, 2011 have been
prepared in conformity with U.S. generally accepted
accounting principles appropriate in the circumstances. In
preparing the financial statements, management makes
informed judgments and estimates where necessary to
reflect the expected effects of events and transactions
that have not been completed. The Company’s disclosure
controls and procedures ensure that material information
required to be disclosed is recorded, processed, summa-
rized and communicated to management and reported
within the required time periods.
In meeting its responsibility for the reliability of the
financial statements, management relies on a system
of internal accounting control. This system is designed to
provide reasonable assurance that assets are safeguarded
and transactions are executed in accordance with
management’s authorization and recorded properly
to permit the preparation of financial statements in
accordance with U.S. generally accepted accounting
principles. The design of this system recognizes that
errors or irregularities may occur and that estimates
and judgments are required to assess the relative cost
and expected benefits of the controls. Management
believes that the Company’s internal accounting controls
provide reasonable assurance that errors or irregularities
that could be material to the financial statements are
prevented or would be detected within a timely period.
The Audit Committee of the Board of Directors, which is
composed solely of independent directors, is responsible
for overseeing the Company’s financial reporting process.
The Audit Committee meets with management and the
Company’s internal auditors periodically to review the
work of each and to monitor the discharge by each of its
responsibilities. The Audit Committee also meets periodi-
cally with the independent auditors, who have free access
to the Audit Committee and the Board of Directors, to
discuss the quality and acceptability of the Company’s
financial reporting, internal controls, as well as non-audit-
related services.
The independent auditors are engaged to express
an opinion on the Company’s consolidated financial
statements and on the Company’s internal control
over financial reporting. Their opinions are based on
procedures that they believe to be sufficient to provide
reasonable assurance that the financial statements
contain no material errors and that the Company’s
internal controls are effective.
Management’s Report on Internal
Control Over Financial Reporting
The Company’s management is responsible for estab-
lishing and maintaining adequate internal control over
financial reporting for the Company. With the participa-
tion of the Chief Executive Officer and the Chief Financial
Officer, management conducted an evaluation of the
effectiveness of internal control over financial reporting
based on the framework and the criteria established in
Internal Control – Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management has
concluded that internal control over financial reporting
was effective as of September 30, 2011.
The Company’s auditor, KPMG LLP, an independent
registered public accounting firm, has issued an audit
report on the effectiveness of the Company’s internal
control over financial reporting.
FINANCIAL REVIEW
Frank J. Dellaquila
Senior Vice President
and Chief Financial Officer
David N. Farr
Chairman of the Board
and Chief Executive Officer