Red Lobster 2009 Annual Report Download - page 40

38 Darden Restaurants, Inc. 2009 Annual Report
REPORT OF MANAGEMENT’S
RESPONSIBILITIES
The management of Darden Restaurants, Inc. is responsible for
the fairness and accuracy of the consolidated financial statements.
The consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles, using
management’s best estimates and judgments where appropriate.
The financial information throughout this report is consistent with
our consolidated financial statements.
Management has established a system of internal controls that
provides reasonable assurance that assets are adequately safeguarded
and transactions are recorded accurately, in all material respects,
in accordance with management’s authorization. We maintain a
strong audit program that independently evaluates the adequacy and
effectiveness of internal controls. Our internal controls provide for
appropriate segregation of duties and responsibilities and there are
documented policies regarding utilization of our assets and proper
financial reporting. These formally stated and regularly communi-
cated policies set high standards of ethical conduct for all employees.
The Audit Committee of the Board of Directors meets at least
quarterly to determine that management, internal auditors and the
independent registered public accounting firm are properly discharging
their duties regarding internal control and financial reporting. The
independent registered public accounting firm, internal auditors and
employees have full and free access to the Audit Committee at any time.
KPMG LLP, an independent registered public accounting firm,
is retained to audit our consolidated financial statements and the
effectiveness of our internal control over financial reporting. Their
reports follow.
Clarence Otis, Jr.
Chairman of the Board and Chief Executive Officer
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 Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s
management and Board of Directors regarding the preparation and
fair presentation of published financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, 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.
Management assessed the effectiveness of the Company’s internal
control over financial reporting as of May 31, 2009. In making this
assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control – Integrated Framework. Management has concluded
that, as of May 31, 2009, the Company’s internal control over financial
reporting was effective based on these criteria.
The Company’s independent registered public accounting firm
KPMG LLP, has issued an audit report on the effectiveness of our
internal control over financial reporting, which follows.
Report of
Management’s Responsibilities and Management’s Report
on Internal Control Over Financial Reporting