Barnes and Noble 2006 Annual Report Download - page 51

REPORTS OF MANAGEMENT
MANAGEMENT’S RESPONSIBILITY FOR
CONSOLIDATED FINANCIAL STATEMENTS
The management of Barnes & Noble, Inc. is respon-
sible 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 fi nancial 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 fi rm, 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 fi nancial reporting, as such term is defi ned
in Exchange Act Rules a-(f). Under the supervision
and with the participation of management, including
the principal executive offi cer and principal fi nan-
cial offi cer, the Company conducted an evaluation of
the eff ectiveness of the Company’s internal control
over fi nancial 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 fi nancial reporting was eff ective
as of February , . Management’s assessment of
the eff ectiveness of the Company’s internal control
over fi nancial reporting as of February ,  has
been audited by BDO Seidman, LLP, an independent
registered public accounting fi rm, as stated in their
report which accompanies the Consolidated Financial
Statements.
OTHER INFORMATION
The Company has included the Section  certifi cations
of the Chief Executive Offi cer and the Chief Financial
Offi cer of the Company as Exhibits . and . to its
Annual Report on Form -K for fi scal  fi led with
the Securities and Exchange Commission, and the
Company has submitted to the New York Stock Exchange
a certifi cate of the Chief Executive Offi cer of the
Company certifying that he is not aware of any violation
by the Company of New York Stock Exchange corporate
governance listing standards.
2006 Annual Report 49