Home Shopping Network 2013 Annual Report Download - page 67

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures designed to provide reasonable assurance that the
information required to be disclosed by HSNi in reports that it files and submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls also are designed
to reasonably assure that such information is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Disclosure
controls include components of internal control over financial reporting, which consists of control processes designated to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with United States generally accepted accounting principles.
We monitor and evaluate on an ongoing basis our disclosure controls and procedures in order to improve their overall
effectiveness. In the course of these evaluations, we modify and refine our internal processes as conditions warrant.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our
“disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of December 31,
2013. Based on that evaluation, management has concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information is
accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as
defined in Rule 13a-15(f) under the Exchange Act) for the Company. 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. Our
management does not expect that our disclosure controls or our internal controls over financial reporting will prevent or detect
all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to their costs. The design of any system of controls
is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because
of changes in conditions or deterioration in the degree of compliance with policies or procedures.
As required by Rule 13a-15(b) under the Exchange Act, our management evaluated the effectiveness of our internal
controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act). In making this assessment, our
management used the criteria for effective internal control over financial reporting described in “Internal Control – Integrated
Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). Based
upon that evaluation and criterion, we concluded that as December 31, 2013, our internal control over financial reporting was
effective.
Our independent registered certified public accounting firm, Ernst & Young LLP, has issued an attestation report on our
internal control over financial reporting. The attestation report is included herein.
Changes in Internal Control Over Financial Reporting
We regularly monitor and evaluate on an ongoing basis our internal control over financial reporting in order to improve
its effectiveness. In the course of these evaluations, we modify and refine our internal processes as conditions warrant.