Cracker Barrel 2005 Annual Report Download - page 47

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45
We are responsible for establishing and maintaining
adequate internal controls over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities and Exchange Act of 1934, as amended).
We maintain a system of internal controls that is
designed to provide reasonable assurance in a cost-
effective manner as to the fair and reliable preparation
and presentation of the consolidated financial state-
ments, as well as to safeguard assets from unauthorized
use or disposition.
Our control environment is the foundation for our
system of internal control over financial reporting and
is embodied in our Corporate Governance Guidelines,
our Financial Code of Ethics, and our Code of Business
Conduct and Ethics, all of which may be viewed on
our website. They set the tone for our organization
and include factors such as integrity and ethical
values. Our internal control over financial reporting
is supported by formal policies and procedures,
which are reviewed, modified and improved as
changes occur in business condition and operations.
We do not expect that our disclosure controls and
procedures or our internal controls will prevent all error
and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the
control system are met. Further, the design of a
control system must reflect the benefits of controls
relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of
controls can provide absolute assurance that all
control issues and instances of fraud, if any, within
the Company have been detected.
We conducted an evaluation of the effectiveness
of our 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. This
evaluation included review of the documentation of
controls, evaluation of the design effectiveness of
controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. We have
concluded that our internal control over financial
reporting was effective as of July 29, 2005, based on
these criteria.
In addition, Deloitte & Touche LLP, an independent
registered public accounting firm, has issued an
attestation report on management’s assessment of
internal control over financial reporting, which is
included herein.
CBRL GROUP, INC.
Management’s Report on Internal Control over Financial Reporting
Michael A. Woodhouse
Chairman, President and Chief Executive Officer
Lawrence E. White
Senior Vice President, Finance and Chief Financial Officer