Panera Bread 2015 Annual Report Download - page 86

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76
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.
Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under
the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of
directors, management and other associates, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 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 financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 29, 2015. In making this assessment, the Company’s management used the criteria established in Internal Control -
Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
its assessment, management has concluded that, as of December 29, 2015, 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 2016 Annual Meeting of Stockholders,
which the Company intends to file with the SEC 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 website at www.panerabread.com under the "Corporate Governance" section of the "Our Company -
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 website.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information in the Company’s proxy statement for the 2016 Annual Meeting of Stockholders,
which the Company intends to file with the SEC 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 2016 Annual Meeting of Stockholders,
which the Company intends to file with the SEC within 120 days of the end of the fiscal year to which this report relates.