Staples 2015 Annual Report Download - page 97

PART II
STAPLES 19
ITEM 9A. CONTROLS AND PROCEDURES
1. Disclosure Controls and Procedures
The Company’s management, with the participation of the
Company’s chief executive officer and chief financial officer,
evaluated, as of January 30, 2016, the effectiveness of the
Company’s disclosure controls and procedures, which were
designed to be effective at the reasonable assurance level.
The term “disclosure controls and procedures,” as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
means controls and other procedures of a company that are
designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the company’s
management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions
regarding required disclosure. Management recognizes that
any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. Based on the evaluation
of the Company’s disclosure controls and procedures as of
January 30, 2016, management, the chief executive officer
and the chief financial officer concluded that the Company’s
disclosure controls and procedures were effective at the
reasonable assurance level at that date.
2. Internal Control over Financial Reporting
(a) Management’s Annual Report on Internal Control
over Financial Reporting
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting
for the Company. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Exchange Act as a process designed by, or under the
supervision of, the company’s principal executive and
principal financial officers and effected by the company’s
board of directors, management and other personnel, 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 and includes those policies and
procedures that:
• Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and
dispositions of the assets of the company;
• 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
• Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, access to,
use or disposition of the company’s assets that could
have a material effect on the financial statements.
Staples’ internal control system is designed to provide
reasonable assurance to the Company’s management and
Board regarding the preparation and fair presentation of
published financial statements. All internal control systems,
no matter how well designed, have inherent limitations which
may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only
reasonable assurance with respect to financial statement
preparation and presentation. 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.
Our management assessed the effectiveness of Staples’
internal controls over financial reporting as of January 30,
2016. In making this assessment, it used the criteria set
forth in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework) (“COSO”). Based on our
assessment, we conclude that, as of January 30, 2016,
the Company has maintained effective internal control over
financial reporting based on those criteria.
The independent registered public accounting firm, Ernst &
Young LLP, has audited the Consolidated Financial Statements
and has issued an attestation report on Staples Inc.’s internal
control over financial reporting as of January 30, 2016 as
stated in its reports which are included herein.