Macy's 2013 Annual Report Download - page 37

Table of Contents
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None.
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a. Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have carried out, as of February 1, 2014, with the participation of the Company’s
management, an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act.
Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures
are effective to provide reasonable assurance that information required to be disclosed by the Company in reports the Company files under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms, and that information required to be disclosed by
the Company in the reports the Company files or submits under the Exchange Act 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 required disclosure.
b. Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange
Act Rule 13a-15(f). The Company’s management conducted an assessment of the Company’s internal control over financial reporting based on the framework
established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on this
assessment, the Company’s management has concluded that, as of February 1, 2014, the Company’s internal control over financial reporting is effective.
The Company’s independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company’s internal control over
financial reporting as of February 1, 2014 and has issued an attestation report expressing an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting, as stated in their report located on page F-3.
c. Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recently completed fiscal
quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
d. Certifications
The certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act are filed
as Exhibits 31.1 and 31.2 to this report. Additionally, in 2013 the Company’s Chief Executive Officer certified to the NYSE that he was not aware of any
violation by the Company of the NYSE corporate governance listing standards.
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Information called for by this item is set forth under “Item 1 – Election of Directors” and “Further Information Concerning the Board of Directors –
Committees of the Board” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement to be delivered to stockholders in
connection with our 2014 Annual Meeting of Shareholders (the “Proxy Statement”), and “Item 1. Business – Executive Officers of the Registrant” in this report
and incorporated herein by reference.
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Information called for by this item is set forth under “Compensation Discussion & Analysis,” “Compensation of the Named Executives for 2013,”
“Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement and incorporated herein by
reference.
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