Radio Shack 2011 Annual Report Download - page 43

35
the Company that is required to be disclosed by us in the
reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the
time periods specified by the SEC’s rules and forms, and
that such information is accumulated and communicated to
management, including our principal executive officer
(President and Chief Executive Officer) and our principal
financial officer (Executive Vice President – Chief Financial
Officer and Chief Administrative Officer), in a timely fashion.
An evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) was
performed as of the end of the period covered by this
report. This evaluation was performed under the
supervision and with the participation of management,
including our principal executive officer and principal
financial officer. Based upon that evaluation, our principal
executive officer and principal financial officer have
concluded that these disclosure controls and procedures
were effective.
Management’s Report on Internal Control Over
Financial Reporting
Our management is responsible for establishing and
maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation
of our management, including our principal executive officer
and principal financial officer, we conducted an evaluation
of the effectiveness of our internal control over financial
reporting based on the framework in “Internal Control –
Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in “Internal
Control – Integrated Framework,” our management
concluded that our internal control over financial reporting
was effective as of December 31, 2011. The effectiveness
of our internal control over financial reporting as of
December 31, 2011, has been audited by
PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in their report which is
included herein.
Changes in Internal Controls
There were no changes in our internal control over financial
reporting that occurred during our last fiscal quarter that
have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.
We will file a definitive proxy statement with the SEC on or
about April 17, 2012. The information called for by this Item
with respect to directors and the Audit and Compliance
Committee of the Board of Directors is incorporated by
reference from the Proxy Statement for the 2012 Annual
Meeting under the headings “Item 1 - Election of Directors”
and “Meetings and Committees of the Board.” For
information relating to our Executive Officers, see Part I of
this Annual Report on Form 10-K. The Section 16(a)
reporting information is incorporated by reference from the
Proxy Statement for the 2012 Annual Meeting under the
heading “Section 16(a) Beneficial Ownership Reporting
Compliance.” Information regarding our Financial Code of
Ethics is incorporated by reference from the Proxy
Statement for the 2012 Annual Meeting under the heading
“Corporate Governance – Code of Conduct and Financial
Code of Ethics.”
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this Item with respect to
executive compensation is incorporated by reference from
the Proxy Statement for the 2012 Annual Meeting under the
headings “Compensation Discussion and Analysis,”
“Executive Compensation,” “Non-Employee Director
Compensation” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information called for by this Item with respect to
security ownership of certain beneficial owners and
management is incorporated by reference from the Proxy
Statement for the 2012 Annual Meeting under the heading
“Ownership of Securities.”