Chipotle 2008 Annual Report Download - page 57

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information
required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to our management, including our co-Chief Executive Officers and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2008, we carried out an evaluation, under the supervision and with the participation of
our management, including our co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on the foregoing, our co-Chief
Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.
Change in Internal Control over Financial Reporting
There were no changes during the year ended December 31, 2008 in our internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably
likely to materially affect our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
The management of Chipotle Mexican Grill, Inc. is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of
America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America,
and that our receipts and expenditures are being made only in accordance with authorizations of management and
directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of assets that could have a material effect on our financial statements.
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 risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2008, based on the framework set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control—Integrated Framework. Based on that assessment, management
concluded that, as of December 31, 2008, the Company’s internal control over financial reporting is effective
based on the criteria established in Internal Control Integrated Framework.
Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on
the effectiveness of our internal control over financial reporting. This report appears below.
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Annual Report