Ross 2011 Annual Report Download - page 61

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59
Quarterly Evaluation of Changes in Internal Control Over Financial Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation
of our internal control over financial reporting to determine whether any change occurred during the fourth fiscal quarter of 2011
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that
evaluation, our management concluded that there was no such change during the fourth fiscal quarter.
ITEM 9B. OTHER INFORMATION.
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by item 401 of Regulation S-K is incorporated herein by reference to the sections entitled “Executive Officers
of the Registrant” at the end of Part I of this report; and to the sections of the Ross Stores, Inc. Proxy Statement for the Annual
Meeting of Stockholders to be held on Wednesday, May 16, 2012 (the “Proxy Statement”) entitled “Information Regarding
Nominees and Incumbent Directors.” Information required by Item 405 of Regulation S-K is incorporated by reference to the Proxy
Statement under the section titled “Section 16(a) Beneficial Ownership Reporting Compliance.” We have not made any material
changes to the procedures by which our stockholders may recommend nominees to the Board of Directors. Information required
by Item 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement under the section entitled
“Information Regarding Nominees and Incumbent Directors” under the caption “Audit Committee.”
Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Company’s Chief Executive
Officer, Chief Merchandising Officer, Chief Development Officer, Chief Operating Officer, Chief Financial Officer, Deputy CFO,
Controller, Assistant Controller, Treasurer, Assistant Treasurer, Investor and Media Relations personnel, and other positions that
may be designated by the Company. This Code of Ethics is posted on our corporate website (www.rossstores.com) under
Corporate Governance in the Investors Section. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K
regarding any future amendments to, or waivers from, our Code of Ethics for Senior Financial Officers by posting any changed
version on the same corporate website.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement
entitled “Compensation of Directors” and “Executive Compensation” under the captions “Compensation Discussion and Analysis,”
“Summary Compensation Table,” “All Other Compensation,” “Perquisites,” “Discussion of Summary Compensation,” “Grants of
Plan-Based Awards During Fiscal Year,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,”
“Non-Qualified Deferred Compensation,” and “Potential Payments Upon Termination or Change in Control.”
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K are incorporated herein by reference to the sections of
the Proxy Statement entitled “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee
Report.”