Pepsi 2011 Annual Report Download - page 81

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To Our Shareholders:
At PepsiCo, our actions — the actions of all our associates — are
governed by our Worldwide Code of Conduct. This Code is clearly
aligned with our stated values — a commitment to sustained
growth, through empowered people, operating with responsibility
and building trust. Both the Code and our core values enable us to
operate with integrity — both within the letter and the spirit of the
law. Our Code of Conduct is reinforced consistently at all levels and
in all countries. We have maintained strong governance policies and
practices for many years.
The management of PepsiCo is responsible for the objectivity
and integrity of our consolidated nancial statements. The Audit
Committee of the Board of Directors has engaged indepen-
dent registered public accounting rm, KPMG LLP, to audit our
consolidated nancial statements, and they have expressed an
unqualied opinion.
We are committed to providing timely, accurate and understand-
able information to investors. Our commitment encompasses
the following:
Maintaining strong controls over financial reporting.
Our system of internal control is based on the control criteria
framework of the Committee of Sponsoring Organizations of the
Treadway Commission published in their report titled Internal
Control — Integrated Framework. The system is designed to provide
reasonable assurance that transactions are executed as authorized
and accurately recorded; that assets are safeguarded; and that
accounting records are suciently reliable to permit the preparation
of nancial statements that conform in all material respects with
accounting principles generally accepted in the U.S. We maintain
disclosure controls and procedures designed to ensure that infor-
mation required to be disclosed in reports under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported within the specied time periods. We monitor these inter-
nal controls through self- assessments and an ongoing program
of internal audits. Our internal controls are reinforced through our
Worldwide Code of Conduct, which sets forth our commitment to
conduct business with integrity, and within both the letter and the
spirit of the law.
Exerting rigorous oversight of the business.
We continuously review our business results and strategies. This
encompasses nancial discipline in our strategic and daily business
decisions. Our Executive Committee is actively involved — from
understanding strategies and alternatives to reviewing key initia-
tives and nancial performance. The intent is to ensure we remain
objective in our assessments, constructively challenge our approach
to potential business opportunities and issues, and monitor results
and controls.
Engaging strong and eective Corporate Governance
from our Board of Directors.
We have an active, capable and diligent Board that meets
therequired standards for independence, and we welcome the
Board’s oversight as a representative of our shareholders. Our
AuditCommittee is comprised of independent directors with the
nancial literacy, knowledge and experience to provide appropri-
ate oversight. We review our critical accounting policies, nancial
reporting and internal control matters with them and encourage
their direct communication with KPMG LLP, with our General
Auditor, and with our General Counsel. We also have a Compliance
Department, led by our Chief Compliance Ocer, to coordinate our
compliance policies and practices.
Providing investors with financial results that are
complete, transparent and understandable.
The consolidated nancial statements and nancial information
included in this report are the responsibility of management.
Thisincludes preparing the nancial statements in accordance
withaccounting principles generally accepted in the U.S., which
require estimates based on management’s best judgment.
PepsiCo has a strong history of doing what’s right.
We realize that great companies are built on trust, strong ethical
standards and principles. Our nancial results are delivered from
that culture of accountability, and we take responsibility for the
quality and accuracy of our nancial reporting.
February27, 2012
Marie T. Gallagher
Senior Vice President and Controller
Hugh F. Johnston
Chief Financial Ocer
Indra K. Nooyi
Chairman of the Board of Directors and
Chief Executive Ocer
Management’s Responsibility for Financial Reporting
PepsiCo, Inc.  Annual Report
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