Barnes and Noble 2005 Annual Report Download - page 49

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MANAGEMENT’S RESPONSIBILITY FOR
CONSOLIDATED FINANCIAL STATEMENTS
The management of Barnes & Noble, Inc. is responsible
for the contents of the Consolidated Financial
Statements, which are prepared in conformity with
accounting principles generally accepted in the United
States of America. The Consolidated Financial
Statements necessarily include amounts based on
judgments and estimates. Financial information
elsewhere in the Annual Report is consistent with that
in the Consolidated Financial Statements.
The Company maintains a comprehensive accounting
system which includes controls designed to provide
reasonable assurance as to the integrity and reliability
of the financial records and the protection of assets. An
internal audit staff is employed to regularly test and
evaluate both internal accounting controls and
operating procedures, including compliance with the
Company’s statement of policy regarding ethical and
lawful conduct. The Audit Committee of the Board of
Directors composed of directors who are not members
of management, meets regularly with management, the
independent auditors and the internal auditors to
ensure that their respective responsibilities are properly
discharged. BDO Seidman, LLP and the Director of
Internal Audit have full and free independent access to
the Audit Committee. The role of BDO Seidman, LLP,
an independent registered public accounting firm, is to
provide an objective examination of the Consolidated
Financial Statements and the underlying transactions in
accordance with the standards of the Public Company
Accounting Oversight Board. The report of BDO
Seidman, LLP accompanies the Consolidated Financial
Statements.
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
The management of Barnes & Noble, Inc. is responsible
for establishing and maintaining adequate internal
control over financial reporting, as such term is defined
in Exchange Act Rules13a-15(f ). Under the supervision
and with the participation of management, including
the principal executive officer and principal financial
officer, the Company conducted an evaluation of the
effectiveness of the Company’s 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 the Company’s
evaluation under the framework in Internal
Control–Integrated Framework, management
concluded that the Company’s internal control over
financial reporting was effective as of January 28, 2006.
Management’s assessment of the effectiveness of the
Company’s internal control over financial reporting as
of January 28, 2006 has been audited by BDO Seidman,
LLP, an independent registered public accounting firm,
as stated in their report which accompanies the
Consolidated Financial Statements.
OTHER INFORMATION
The Company has included the Section 302
certifications of the Chief Executive Officer and the
Chief Financial Officer of the Company as Exhibits
31.1 and 31.2 to its Annual Report on Form 10-K for
fiscal 2005 filed with the Securities and Exchange
Commission, and the Company has submitted to the
New York Stock Exchange a certificate of the Chief
Executive Officer of the Company certifying that he is
not aware of any violation by the Company of New
York Stock Exchange corporate governance listing
standards.
[TK ]2005 Annual ReportBarnes & Noble, Inc. [TK ]2003 Annual ReportBarnes & Noble, Inc. 2005 Annual Report ■Barnes & Noble, Inc.