8x8 2006 Annual Report Download - page 73

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Management’s Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision
and with the participation of the Company's management, including our principal executive officer and principal
financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial
reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company's
management concluded that its internal control over financial reporting was effective as of March 31, 2006.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, has audited
management's assessment of the effectiveness of the Company's internal control over financial reporting as of
March 31, 2006 as stated in their report which appears in Item 8 of this Report.
ITEM 9B. OTHER INFORMATION
None.
PART III
Certain information required by Part III is omitted from this Report on Form 10-K in that the Registrant will file its
definitive Proxy Statement for its Annual Meeting of Stockholders (the 2006 Proxy Statement) pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after the end of the
fiscal year covered by this Report, and certain information included in the 2006 Proxy Statement is incorporated
herein by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this is included in the 2006 Proxy Statement under the captions "Election of Directors -
- Nominees," "Additional Information -- Executive Officers," "Additional Information -- Section 16(a) Beneficial
Ownership Reporting Compliance" and “Code of Business Conduct and Ethics” and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included in the 2006 Proxy Statement under the captions "Election of
Directors -- Compensation of Directors," "Additional Information -- Executive Compensation" and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is set forth in the 2006 Proxy Statement under the captions "Additional
Information -- Security Ownership" and "Additional Information -- Equity Compensation Plan Information" and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is set forth in the 2006 Proxy Statement under the captions "Additional
Information -- Employment Contracts and Termination of Employment and Change in Control Arrangements,"
"Additional Information -- Compensation Committee Interlocks and Insider Participation," "Additional Information
-- Report of the Compensation Committee of the Board of Directors" and "Additional Information -- Stock
Performance Graph" and is incorporated herein by reference.