Barnes and Noble 2011 Annual Report Download - page 68

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 prin-
ciples 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 account-
ing 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 registered
public accountants and the internal auditors to ensure that
their respective responsibilities are properly discharged.
BDO USA, LLP and the Internal Audit Department of the
Company have full and free independent access to the Audit
Committee. The role of BDO USA, 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 stan-
dards of the Public Company Accounting Oversight Board.
The report of BDO USA, 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 13a-15(f) and 15d-15(f). Under
the supervision and with the participation of manage-
ment, including the Chief Executive Offi cer and Chief
Financial 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, management con-
cluded that the Company’s internal control over fi nancial
reporting was eff ective as of April 30, 2011. The Company’s
internal control over fi nancial reporting as of April 30,
2011 has been independently audited by BDO USA, LLP, an
independent registered public accounting fi rm, and their
attestation is included herein.
OTHER INFORMATION
The Company has included the Section 302 certifi cations of
the Chief Executive Offi cer and the Chief Financial Offi cer
of the Company as Exhibits 31.1 and 31.2 to its Annual
Report on Form 10-K for fi scal 2011 fi led with the Securities
and Exchange Commission, and the Company has submit-
ted 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.
REPORTS OF MANAGEMENT
66 Barnes & Noble, Inc.