International Paper 2012 Annual Report Download - page 119

MANAGEMENT’S PROCESS TO ASSESS THE
EFFECTIVENESS OF INTERNAL CONTROL OVER
FINANCIAL REPORTING
To comply with the requirements of Section 404 of
the Sarbanes-Oxley Act of 2002, we followed a
comprehensive compliance process across the
enterprise to evaluate our internal control over
financial reporting, engaging employees at all levels
of the organization. Our internal control environment
includes an enterprise-wide attitude of integrity and
control consciousness that establishes a positive
“tone at the top.” This is exemplified by our ethics
program that includes long-standing principles and
policies on ethical business conduct that require
employees to maintain the highest ethical and legal
standards in the conduct of our business, which have
been distributed to all employees; a toll-free tele-
phone helpline whereby any employee may report
suspected violations of law or our policy; and an
office of ethics and business practice. The internal
control system further includes careful selection and
training of supervisory and management personnel,
appropriate delegation of authority and division of
responsibility, dissemination of accounting and
business policies throughout the Company, and an
extensive program of internal audits with manage-
ment follow-up. Our Board of Directors, assisted by
the Audit and Finance Committee, monitors the
integrity of our financial statements and financial
reporting procedures, the performance of our
internal audit function and independent auditors,
and other matters set forth in its charter. The
Committee, which currently consists of four
independent directors, meets regularly with repre-
sentatives of management, and with the
independent auditors and the Internal Auditor, with
and without management representatives in attend-
ance, to review their activities.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING
There have been no changes in our internal control
over financial reporting during the quarter ended
December 31, 2012 that have materially affected, or
are reasonably likely to materially affect, our internal
control over financial reporting.
The Company completed the acquisition of Temple-
Inland in February 2012. Due to the timing of the
acquisition we have excluded Temple-Inland from
our evaluation of the effectiveness of internal control
over financial reporting. For the period ended
December 31, 2012, Temple-Inland net sales and
assets represented approximately 19% of net sales
and 25% of total assets.
ITEM 9B. OTHER INFORMATION
None.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Information concerning our directors is hereby
incorporated by reference to our definitive proxy
statement that will be filed with the Securities and
Exchange Commission (SEC) within 120 days of the
close of our fiscal year. The Audit and Finance
CommitteeoftheBoardofDirectorshasatleastone
member who is a financial expert, as that term is
defined in Item 401(d)(5) of Regulation S-K. Further
information concerning the composition of the Audit
and Finance Committee and our audit committee
financial experts is hereby incorporated by reference
to our definitive proxy statement that will be filed
with the SEC within 120 days of the close of our fis-
cal year. Information with respect to our executive
officers is set forth on pages 6 and 7 in Part I of this
Form 10-K under the caption, “Executive Officers of
the Registrant.”
Executive officers of International Paper are elected
to hold office until the next annual meeting of the
Board of Directors following the annual meeting of
shareholders and, until the election of successors,
subject to removal by the Board.
The Company’s Code of Business Ethics (Code) is
applicable to all employees of the Company, includ-
ing the chief executive officer and senior financial
officers, as well as the Board of Directors. We dis-
close any amendments to our Code and any waivers
from a provision of our Code granted to our direc-
tors, chief executive officer and senior financial offi-
cers on our Internet Web site within four business
days following such amendment or waiver. To date,
no waivers of the Code have been granted.
We make available free of charge on our Internet
Web site at www.internationalpaper.com,andin
print to any shareholder who requests them, our
Corporate Governance Principles, our Code of Busi-
ness Ethics and the Charters of our Audit and
Finance Committee, Management Development and
Compensation Committee, Governance Committee
and Public Policy and Environment Committee.
Requests for copies may be directed to the corporate
secretary at our corporate headquarters.
Information with respect to compliance with Sec-
tion 16(a) of the Securities and Exchange Act and our
corporate governance is hereby incorporated by
reference to our definitive proxy statement that will
be filed with the SEC within 120 days of the close of
our fiscal year.
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