Panera Bread 2009 Annual Report Download - page 91

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Control — Integrated Framework. Based on its assessment, management has concluded that, as of December 29,
2009, the Company’s internal control over financial reporting was effective to provide reasonable assurance based
on those criteria. The scope of management’s assessment of the effectiveness of internal control over financial
reporting includes all of the Company’s consolidated operations.
The Company’s independent registered public accounting firm audited the financial statements included in this
Annual Report on Form 10-K and has audited the effectiveness of the Company’s internal control over financial
reporting. Their report is included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference from the information in the Company’s proxy statement for the 2010 Annual
Meeting of Stockholders, which the Company will file with the Securities and Exchange Commission within
120 days of the end of the fiscal year to which this report relates.
The Company has adopted a code of ethics, called the Standards of Business Conduct that applies to its
officers, including its principal executive, financial and accounting officers, and its directors and employees. The
Company has posted the Standards of Business Conduct on its Internet website at www.panerabread.com under the
“Corporate Governance” section of the “About Us — Investor Relations” webpage. The Company intends to make
all required disclosures concerning any amendments to, or waivers from, the Standards of Business Conduct on its
Internet website.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information in the Company’s proxy statement for the 2010 Annual
Meeting of Stockholders, which the Company will file with the Securities and Exchange Commission within
120 days of the end of the fiscal year to which this report relates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from the information in the Company’s proxy statement for the 2010 Annual
Meeting of Stockholders, which the Company will file with the Securities and Exchange Commission within
120 days of the end of the fiscal year to which this report relates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Incorporated by reference from the information in the Company’s proxy statement for the 2010 Annual
Meeting of Stockholders, which the Company will file with the Securities and Exchange Commission within
120 days of the end of the fiscal year to which this report relates.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from the information in the Company’s proxy statement for the 2010 Annual
Meeting of Stockholders, which the Company will file with the Securities and Exchange Commission within
120 days of the end of the fiscal year to which this report relates.
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