Oracle 2007 Annual Report Download - page 66

Table of Contents
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure
controls and procedures and internal control over financial reporting are effective at the reasonable assurance level.
However, our management does not expect that our disclosure controls and procedures or our internal control over
financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and 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, have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of a 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 also 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 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.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference from the information contained in our Proxy
Statement to be filed with the U.S. Securities and Exchange Commission in connection with the solicitation of
proxies for our Annual Meeting of Stockholders to be held on October 10, 2008.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference from the information to be contained in our Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Equity Compensation Plan Information
May 31, 2008
Number of Shares
Number of Remaining Available
Shares to be Issued Weighted Average for Future Issuance
Upon Exercise of Exercise Price of Under Equity
Outstanding Options, Outstanding Options, Compensation
(in millions, except price data) Warrants and Rights Warrants and Rights Plans(1)
Equity compensation plans approved by stockholders 301 $ 16.33 382(2)
Equity compensation plans not approved by
stockholders(3) 78 $ 16.28 —
Total 379 $ 16.37 382
(1) These numbers exclude the shares listed under the column heading “Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.”
(2) This number includes 81 million shares available for future issuance under the Oracle Corporation Employee Stock Purchase Plan (1992).
(3) These options and restricted stock units were assumed in connection with our acquisitions. No additional awards were or can be granted under the plans that
originally issued these awards.
Information required by this Item with respect to Stock Ownership of Certain Beneficial Owners and Management is
incorporated herein by reference from the information to be contained in our Proxy Statement.
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Source: ORACLE CORP, 10-K, July 02, 2008 Powered by Morningstar® Document Research℠