Famous Footwear 2014 Annual Report Download - page 84

2014 BROWN SHOE COMPANY, INC. FORM 10-K 83
events, and there can be no assurance 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-eective control system,
misstatements due to errors or fraud may occur and not be detected. Our disclosure controls and procedures are designed
to provide a reasonable level of assurance that their objectives are achieved. As of January 31, 2015 management of the
Company, including the Chief Executive Ocer and Chief Financial Ocer, conducted an evaluation of the eectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based
upon and as of the date of that evaluation, the Chief Executive Ocer and Chief Financial Ocer have concluded our
disclosure controls and procedures were eective at the reasonable assurance level.
Internal Control Over Financial Reporting
Based on the evaluation of internal control over financial reporting, the Chief Executive Ocer and Chief Financial Ocer
have concluded that there have been no changes in the Company’s internal controls over financial reporting or in other
factors during the quarter ended January 31, 2015, that have materially aected, or are reasonably likely to materially aect,
the Company’s internal control over financial reporting.
ITEM 9B OTHER INFORMATION
None.
PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding Directors of the Company is set forth under the caption Proposal 1 – Election of Directors in the
Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2015, which information is incorporated
herein by reference.
Information regarding Executive Ocers of the Registrant is set forth under the caption Executive Ocers of the
Registrant that can be found in Item 1 of this report, which information is incorporated herein by reference.
Information regarding Section 16, Beneficial Ownership Reporting Compliance, is set forth under the caption Section 16(a)
Beneficial Ownership Reporting Compliance in the Proxy Statement for the Annual Meeting of Shareholders to be held
May 28, 2015, which information is incorporated herein by reference.
Information regarding the Audit Committee and the Audit Committee financial expert is set forth under the caption
Board Meetings and Committees in the Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2015,
which information is incorporated herein by reference.
Information regarding the Corporate Governance Guidelines, Code of Business Conduct, and Code of Ethics is set forth under
the caption Corporate Governance in the Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2015,
which information is incorporated herein by reference.
ITEM 11 EXECUTIVE COMPENSATION
Information regarding Executive Compensation is set forth under the captions Compensation Discussion and Analysis,
Executive Compensation, and Compensation of Non-Employee Directors in the Proxy Statement for the Annual Meeting of
Shareholders to be held May 28, 2015, which information is incorporated herein by reference.
Information regarding the Compensation Committee Report is set forth under the caption Compensation Committee Report
in the Proxy Statement for the Annual Meeting of Shareholders to be held May 28, 2015, which information is incorporated
herein by reference.
Information regarding Compensation Committee Interlocks and Insider Participation is set forth under the caption
Compensation Committee Interlocks and Insider Participation in the Proxy Statement for the Annual Meeting of
Shareholders to be held May 28, 2015, which information is incorporated herein by reference.