Cracker Barrel 2013 Annual Report Download - page 31

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29
We are responsible for establishing and maintaining adequate
internal control over nancial reporting (as dened in Rules
13a-15(f) and 15d-15(f) promulgated under the Exchange
Act). We maintain a system of internal controls that is
designed to provide reasonable assurance in a cost-eective
manner as to the fair and reliable preparation and presenta-
tion of the consolidated nancial statements, as well as to
safeguard assets from unauthorized use or disposition.
Our control environment is the foundation for our system
of internal control over nancial 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. ey set the tone for
our organization and include factors such as integrity and
ethical values. Our internal control over nancial reporting is
supported by formal policies and procedures, which are
reviewed, modied and improved as changes occur in business
conditions and operations. Neither our disclosure controls
and procedures nor our internal controls, however, can or will
prevent all errors and all fraud. A control system, no maer
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 reect the benets 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 eectiveness of our
internal control over nancial reporting based on the
framework in Internal Control–Integrated Framework (1992)
issued by the Commiee of Sponsoring Organizations of the
Treadway Commission. is evaluation included review of
the documentation of controls, evaluation of the design
eectiveness of controls, testing of the operating eectiveness
of controls and a conclusion on this evaluation. We have
concluded that our internal control over nancial reporting
was eective as of August 2, 2013, based on these criteria.
In addition, Deloie & Touche LLP, an independent
registered public accounting rm, has issued an aestation
report on our internal control over nancial reporting,
which is included herein.
Sandra B. Cochran
President and Chief Executive Ocer
Lawrence E. Hya
Senior Vice President and Chief Financial Ocer
Management’s Report on Internal Control over Financial Reporting
CRACKER BARREL OLD COUNTRY STORE, INC.