Sunoco 2009 Annual Report Download - page 112

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, the
Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure
controls and procedures. This evaluation was carried out under the supervision and with the participation of the
Company’s management, including the Company’s Chairman, Chief Executive Officer and President and the
Company’s Senior Vice President and Chief Financial Officer. Based upon that evaluation, the Company’s
Chairman, Chief Executive Officer and President and the Company’s Senior Vice President and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures are effective.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in
Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to
management, including the Company’s Chairman, Chief Executive Officer and President and the Company’s
Senior Vice President and Chief Financial Officer as appropriate, to allow timely decisions regarding required
disclosure.
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting and assessing the effectiveness of such controls. Management’s Report on Internal Control
Over Financial Reporting on page 61 and the Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting on page 62 are incorporated herein by reference.
There have been no changes in the Company’s internal control over financial reporting during the fourth
quarter of 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information on directors required by Item 401 of Regulation S-K appearing in the section entitled
“Item 1, Election of Directors, Nominees for the Board of Directors” under the heading “Proposals on Which
You May Vote;” the information required by Item 405 of Regulation S-K appearing under the heading “Section
16(a) Beneficial Ownership Reporting Compliance;” and the information required by Items 407(d)(4) and
407(d)(5) of Regulation S-K appearing in the sections “Committee Structure” and “Director Independence”
under the heading “Governance of the Company” and in the section “Nominees for the Board of Directors,” in
the Company’s definitive Proxy Statement (“Proxy Statement”), which will be filed with the Securities and
Exchange Commission (“SEC”) within 120 days after December 31, 2009, are incorporated herein by reference.
Information concerning the Company’s executive officers appears in Part I of this Annual Report on
Form 10-K.
104