Cracker Barrel 2006 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. Our disclosure controls
and procedures and our internal controls, however,
will not and can not 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 28, 2006, 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.
Michael A. Woodhouse
Chairman, President and Chief Executive Officer
Lawrence E. White
Senior Vice President, Finance and
Chief Financial Officer
CBRL GROUP, INC.
Management’s Report on Internal Control over Financial Reporting