Red Lobster 2012 Annual Report Download - page 36

32 Darden Restaurants, Inc. 2012 Annual Report
Report of Management’s Responsibilities and
Management’s Report on Internal Control Over Financial Reporting
Darden
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 communicated 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 manage-
ment 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 27, 2012. In making this assessment, manage-
ment 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 27, 2012, 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.