Famous Footwear 2004 Annual Report Download - page 75

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Table of Contents
BROWN SHOE COMPANY, INC. 2003 FORM 10-K
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
It is the Chief Executive Officer’s and Chief Financial Officer’s ultimate responsibility to ensure the Company maintains disclosure controls
and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information
required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company’s
disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting,
management review of monthly, quarterly and annual results, an established system of internal controls and internal control reviews by the
Company’s internal auditors.
As of the end of the Company’s fiscal year, management of the Company, including the Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on the evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls were effective. There have been no changes
in the Company’s internal controls over financial reporting or in other factors that could significantly affect internal controls that occurred
during the quarter ended January 31, 2004 that has materially affected, or is reasonably like to materially affect, the Company’s internal
control over financial reporting.
It should be noted that while our management, including the Chairman and Chief Executive Officer and the Chief Financial Officer, believes
our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and
procedures or internal controls will prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding Directors of the Company is set forth under the caption “Election of Directors (Proxy Item No. 1)” in the Proxy
Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which information is incorporated herein by reference.
Information regarding Executive Officers of the Company is included in Part I of this Form 10-K, and is incorporated herein by reference.
Information regarding Section 16 Beneficial Ownership Reporting Compliance is set forth under the caption “Section 16 Beneficial
Ownership Reporting Compliance” in the Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which
information is incorporated herein by reference.
57