Red Lobster 2015 Annual Report Download - page 28

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REPORT OF MANAGEMENT’S RESPONSIBILITIES
AND MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
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 over financial
reporting that provides reasonable assurance that assets are adequately
safeguarded and transactions are recorded accurately, in all material respects,
in accordance with management’s authorization. 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. We also maintain a
strong audit program that independently evaluates the adequacy of the
design and effectiveness of these internal controls.
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.
Eugene I. Lee, Jr.
President 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, 2015. 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 (2013). Management has concluded that, as of May 31,
2015, 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.