Radio Shack 2012 Annual Report Download - page 38

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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 and
our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure. As of the end of
the period covered by this report, both of these positions
were held by Dorvin D. Lively. Effective February 11, 2013,
Joseph C. Magnacca joined the Company as Chief
Executive Officer, at which time he became our principal
executive officer. An evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the
period covered by this report was performed under the
supervision and with the participation of management,
including Messrs. Lively and Magnacca. Based upon that
evaluation, management, including Messrs. Lively and
Magnacca, concluded that our disclosure controls and
procedures were effective as of the end of the period
covered by this report.
Management’s Report on Internal Control Over
Financial Reporting
Management is responsible for establishing and
maintaining adequate internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)) for
the Company. Under the supervision and with the
participation of management, including Messrs. Lively and
Magnacca, an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2012,
was conducted based upon criteria established in “Internal
Control – Integrated Framework” issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Based upon that evaluation, management, including
Messrs. Lively and Magnacca, concluded that our internal
control over financial reporting was effective as of that date.
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited the Company’s
consolidated financial statements contained in this report,
has issued an attestation report on the Company’s internal
control over financial reporting, which report 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 11, 2013. 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 2013 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 2013 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 2013 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 2013 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 2013 Annual Meeting under the heading
“Ownership of Securities.”