Wendy's 2011 Annual Report Download - page 140

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The management of The Wendy’s Company and Wendy’s Restaurants, under the supervision and with the
participation of their Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design
and operation of their disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of January 1, 2012. Based on such evaluations,
the Chief Executive Officer and Chief Financial Officer concluded that as of January 1, 2012, the disclosure controls
and procedures of The Wendy’s Company and Wendy’s Restaurants were effective in (1) recording, processing,
summarizing and reporting, on a timely basis, information required to be disclosed by each company in the reports
that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by each
company in such reports is accumulated and communicated to management, including the Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of The Wendy’s Company and Wendy’s Restaurants is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).
The management of The Wendy’s Company and Wendy’s Restaurants, under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness
of our internal control over financial reporting for The Wendy’s Company and Wendy’s Restaurants as of January 1,
2012. The assessment was performed using the criteria for effective internal control reflected in the Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment of the system of internal control for The Wendy’s Company and Wendy’s Restaurants,
the management of each company believes that as of January 1, 2012, internal control over financial reporting of The
Wendy’s Company and Wendy’s Restaurants were effective.
(The Wendy’s Company)
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report
dated February 29, 2012 on The Wendy’s Company internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in the internal control over financial reporting of The Wendy’s Company and Wendy’s
Restaurants during the fourth quarter of 2011 that materially affected, or are reasonably likely to materially affect,
their internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
There are inherent limitations in the effectiveness of any control system, including the potential for human
error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-
making can be faulty and breakdowns can occur because of simple error or mistake. An effective control system can
provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met.
Accordingly, the management of The Wendy’s Company and Wendy’s Restaurants, including their Chief Executive
Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud.
Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to
the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or
deterioration in the degree of compliance with policies or procedures.
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