Chipotle 2012 Annual Report Download - page 60

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, 2012, 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.
Changes in Internal Control over Financial Reporting
There were no changes during the fiscal quarter ended December 31, 2012 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 Annual 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 our 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 our internal control over financial reporting as of December 31,
2012, 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, 2012, our internal control over financial reporting was 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 as of December 31, 2012. This report follows.
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Annual Report