eBay 2011 Annual Report Download - page 80

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The consolidated financial statements and accompanying notes listed in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K are
included elsewhere in this Annual Report on Form 10-K.
None.
Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in the
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or
15d-
15(b), our principal executive officer and our principal financial officer have concluded that as of the end of the period covered by this report,
our disclosure controls and procedures were effective.
Changes in internal controls. There were no changes in our internal controls over financial reporting as defined in Exchange Act Rule 13a-
15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Management's Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Our management, including our principal executive officer and principal financial
officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control -
Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the
framework in Internal Control - Integrated Framework , our management concluded that our internal control over financial reporting was
effective as of December 31, 2011 .
The effectiveness of our internal control over financial reporting as of December 31, 2011 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K.
Not applicable.
PART III
Incorporated by reference from our Proxy Statement for our 2012 Annual Meeting of Stockholders to be filed with the SEC within 120 days
after the end of the year ended December 31, 2011 .
Code of Ethics, Governance Guidelines and Committee Charters
We have adopted a Code of Business Conduct and Ethics that applies to all eBay employees. We have also adopted a Code of Ethics for
Senior Financial Officers that applies to our senior financial officers, including our principal executive officer, principal financial officer and
principal accounting officer. The Code of Ethics for Senior Financial Officers is included in our Code of Business Conduct and Ethics posted on
our website at http://investor.ebayinc.com/governance.cfm. We will post any amendments to or waivers from the Code of Ethics for Senior
Financial Officers
at that location.
We have also adopted Governance Guidelines for the Board of Directors and a written committee charter for each of our Audit Committee,
Compensation Committee and Corporate Governance and Nominating Committee. Each of these documents is available on our website at
http://investor.ebayinc.com/governance.cfm.
73
ITEM 8:
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9:
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A:
CONTROLS AND PROCEDURES
ITEM 9B:
OTHER INFORMATION
ITEM 10:
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE