Panera Bread 2003 Annual Report Download - page 59

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
The Company maintains a system of disclosure controls and procedures designed to provide reasonable
assurance that information the Company is required to disclose in the reports that it Ñles or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the
time periods speciÑed in Securities and Exchange Commission rules and forms. The Company's management,
with the participation of its chief executive oÇcer and its chief Ñnancial oÇcer, evaluated the eÅectiveness of
its disclosure controls and procedures as of December 27, 2003. Based on that evaluation, the Company's chief
executive oÇcer and chief Ñnancial oÇcer have concluded that, as of such date, the Company's disclosure
controls and procedures were eÅective at the reasonable assurance level.
There have been no changes in the Company's internal control over Ñnancial reporting that occurred
during the quarter ended December 27, 2003, that have materially aÅected, or are reasonably likely to
materially aÅect, its internal control over Ñnancial reporting.
PART III
Item 10. Directors and Executive OÇcers of the Registrant
We incorporate the information under the heading ""Management'' in our Proxy Statement relating to our
2004 Annual Meeting of Shareholders (the ""Proxy Statement'') by reference in this Report. We incorporate
the information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended,
under the heading ""Section 16(a) BeneÑcial Ownership Reporting Compliance'' in our Proxy Statement by
reference in this Report.
Item 11. Executive Compensation
The information under the heading ""Executive Compensation'' in the Proxy Statement (but excluding
the ""Report of the Compensation and Stock Option Committee'' on executive compensation and the
""Comparison of Cumulative Total Return'') is incorporated by reference in this Report. The information
under the headings ""Management Ì Compensation Committee Interlocks and Insider Participation'', ""Man-
agement Ì Compensation of Directors'', and ""Management Ì Employment Arrangements with Executive
OÇcers'' in the Proxy Statement is incorporated by reference in this Report.
Item 12. Security Ownership of Certain BeneÑcial Owners and Management and Related Stockholder
Matters
We incorporate the information concerning holdings of our common stock by certain beneÑcial owners
contained under the heading ""Ownership of our Common Stock'' in our Proxy Statement by reference in this
Report.
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