International Paper 2014 Annual Report Download - page 128

92
MANAGEMENT’S PROCESS TO ASSESS THE
EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL
REPORTING
To comply with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, we followed a
comprehensive compliance process across the
enterprise to evaluate our internal control over financial
reporting, engaging employees at all levels of the
organization. Our internal control environment includes
an enterprise-wide attitude of integrity and control
consciousness that establishes a positive “tone at the
top.” This is exemplified by our ethics program that
includes long-standing principles and policies on ethical
business conduct that require employees to maintain
the highest ethical and legal standards in the conduct
of our business, which have been distributed to all
employees; a toll-free telephone helpline whereby any
employee may report suspected violations of law or our
policy; and an office of ethics and business practice.
The internal control system further includes careful
selection and training of supervisory and management
personnel, appropriate delegation of authority and
division of responsibility, dissemination of accounting
and business policies throughout the Company, and an
extensive program of internal audits with management
follow-up. Our Board of Directors, assisted by the Audit
and Finance Committee, monitors the integrity of our
financial statements and financial reporting
procedures, the performance of our internal audit
function and independent auditors, and other matters
set forth in its charter. The Committee, which consists
of independent directors, meets regularly with
representatives of management, and with the
independent auditors and the Internal Auditor, with and
without management representatives in attendance, to
review their activities.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING
There have been no changes in our internal control over
financial reporting during the quarter ended
December 31, 2014 that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Information concerning our directors is hereby
incorporated by reference to our definitive proxy
statement that will be filed with the Securities and
Exchange Commission (SEC) within 120 days of the
close of our fiscal year. The Audit and Finance
Committee of the Board of Directors has at least one
member who is a financial expert, as that term is defined
in Item 401(d)(5) of Regulation S-K. Further information
concerning the composition of the Audit and Finance
Committee and our audit committee financial experts
is hereby incorporated by reference to our definitive
proxy statement that will be filed with the SEC within
120 days of the close of our fiscal year. Information with
respect to our executive officers is set forth on pages 6
and 7 in Part I of this Form 10-K under the caption,
“Executive Officers of the Registrant.”
Executive officers of International Paper are elected to
hold office until the next annual meeting of the Board
of Directors following the annual meeting of
shareholders and, until the election of successors,
subject to removal by the Board.
The Company’s Code of Business Ethics (Code) is
applicable to all employees of the Company, including
the chief executive officer and senior financial officers,
as well as the Board of Directors. We disclose any
amendments to our Code and any waivers from a
provision of our Code granted to our directors, chief
executive officer and senior financial officers on our
Internet Web site within four business days following
such amendment or waiver. To date, no waivers of the
Code have been granted.
We make available free of charge on our Internet Web
site at www.internationalpaper.com, and in print to any
shareholder who requests them, our Corporate
Governance Principles, our Code of Business Ethics
and the Charters of our Audit and Finance Committee,
Management Development and Compensation
Committee, Governance Committee and Public Policy
and Environment Committee. Requests for copies may
be directed to the corporate secretary at our corporate
headquarters.
Information with respect to compliance with Section 16
(a) of the Securities and Exchange Act and our
corporate governance is hereby incorporated by
reference to our definitive proxy statement that will be
filed with the SEC within 120 days of the close of our
fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to the compensation of
executives and directors of the Company is hereby
incorporated by reference to our definitive proxy
statement that will be filed with the SEC within 120 days
of the close of our fiscal year.