Shaw 2011 Annual Report Download - page 78

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Shaw Communications Inc.
Independent Auditors’ Report on Internal Controls
Under Standards of the Public Company Accounting Oversight Board (United States)
To the Shareholders of
Shaw Communications Inc.
We have audited Shaw Communications Inc.’s internal control over financial reporting as at
August 31, 2011, based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Shaw Communications Inc.’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the 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.
As indicated in the accompanying Shaw Communications Inc.’s Management Report on Internal
Control Over Financial Reporting, management’s assessment of and conclusion on the
effectiveness of internal control over financial reporting did not include the internal controls of
Shaw Media, which is included in the August 31, 2011 consolidated financial statements of
Shaw Communications Inc. and constituted $2,830,944,000 of total assets as of August 31,
2011 and $890,913,000 of revenues for the year then ended. Our audit of internal control over
financial reporting of Shaw Communications Inc. also did not include an evaluation of the internal
control over financial reporting of Shaw Media.
In our opinion, Shaw Communications Inc. maintained, in all material respects, effective
internal control over financial reporting as at August 31, 2011, based on the COSO criteria.
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