ManpowerGroup 2009 Annual Report Download - page 43

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Report of Independent Registered Public Accounting Firm Manpower 2009 Annual Report
Report Of Independent Registered Public Accounting Firm
To The Board Of Directors And Shareholders Of Manpower Inc.:
We have audited the internal control over fi nancial reporting of Manpower Inc. and subsidiaries (the “Company”) as of
December 31, 2009, based on criteria established in Internal Control–Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for
maintaining effective internal control over fi nancial reporting and for its assessment of the effectiveness of internal control
over fi nancial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over fi nancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over fi nancial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over fi nancial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal fi nancial offi cers, or persons performing similar functions, and effected by the company’s
board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of fi nancial
reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over fi nancial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the fi nancial statements.
Because of the inherent limitations of internal control over fi nancial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely
basis. Also, projections of any evaluation of the effectiveness of the internal control over fi nancial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over fi nancial reporting as of
December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated fi nancial statements as of and for the year ended December 31, 2009 of the Company and our report dated
February 19, 2010 expressed an unqualifi ed opinion on those fi nancial statements.
Milwaukee, Wisconsin
February 19, 2010