Stein Mart 2014 Annual Report Download - page 21

19
Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2015 using the criteria set forth in
Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on that assessment, management concluded that our internal control over financial reporting was effective as of January 31, 2015.
The effectiveness of the Companys internal control over financial reporting as of January 31, 2015 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in their report which is included on page F-1.
Changes in Internal Control Over Financial Reporting
Other than the changes in internal control over financial reporting discussed below, there were no changes in the Companys internal
control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial
reporting.
Remediation of Previously Disclosed Material Weakness
As discussed in our 2013 Form 10-K, we identified a material weakness in the design and effectiveness in the operation of our controls that
were intended to ensure that access to our retail management system and the related inventory data files was adequately restricted.
During 2014, we implemented new policies and procedures to enhance the oversight of our system access controls including more
frequent and better designed access reviews, additional approval procedures for granting and changing systems access and more timely
communication of employee changes. The improved policies and procedures provide reasonable assurance to management that access
to sensitive inventory data is restricted to appropriate personnel. The design and operating effectiveness of the new controls was tested
during 2014 and the material weakness is considered remediated.
ITEM 9B. OTHER INFORMATION
Effective April 1, 2015, we renewed the law firm engagement agreement with Kirschner & Legler, P.A., pursuant to which the Company
has continued its retention of Mr. Legler and his firm to serve as general counsel to the Company. The material terms of the Renewal of
Law Firm Engagement Agreement dated April 1, 2013 remain unchanged, with the exception of the extension of the term of the agreement
for an additional two (2) year term.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 23,
2015 Annual Meeting of Shareholders.
We have adopted a code of conduct applicable to all of our officers, directors and employees, including the principal executive officer,
principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of conduct may be
found on our investor relations website at http://ir.steinmart.com (click on Charters & Documents). We intend to post notice of any waiver
from, or amendment to, any provision of our code of conduct on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 23,
2015 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 23,
2015 Annual Meeting of Shareholders.