Napa Auto Parts 2008 Annual Report Download - page 26

report of management
Genuine Parts Company
Management’s Responsibility for the Financial Statements
We have prepared the accompanying consolidated financial state-
ments and related information included herein for the years ended
December 31, 2008, 2007 and 2006. e opinion of Ernst & Young
LLP, the Company’s independent registered public accounting firm,
on those consolidated financial statements is included herein. e
primary responsibility for the integrity of the financial information
included in this annual report rests with management. Such infor-
mation was prepared in accordance with generally accepted account-
ing principles appropriate in the circumstances based on our best
estimates and judgments and giving due consideration to materiality.
Management’s Report on Internal Control over Financial Reporting
e management of Genuine Parts Company and its subsidiaries
(the “Company”) is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in
Rule 13a-15(f ) under the Securities Exchange Act of 1934.
e Company’s internal control system was designed to provide
reasonable assurance to the Company’s management and to the
board of directors regarding the preparation and fair presentation
of the Company’s published consolidated financial statements. e
Company’s internal control over financial reporting includes those
policies and procedures that:
i. pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
ii. provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles,
and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management
and directors of the Company; and
iii. provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on
the financial statements.
All internal control systems, no matter how well designed, have
inherent limitations and may not prevent or detect misstatements.
erefore, even those systems determined to be effective can pro-
vide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate.
e Company’s management, including our Chief Executive Officer
and Chief Financial Officer, assessed the effectiveness of the Compa-
ny’s internal control over financial reporting as of December 31, 2008.
In making this assessment, it used the criteria set forth by the Com-
mittee of Sponsoring Organizations of the Treadway Commission
(COSO) in “Internal Control-Integrated Framework.” Based on this
assessment, management concluded that, as of December 31, 2008,
the Company’s internal control over financial reporting was effective.
Ernst & Young LLP has issued an audit report on the Company’s
operating effectiveness of internal control over financial reporting as of
December 31, 2008. is report appears on page 25.
Audit Committee Responsibility
e Audit Committee of Genuine Parts Company’s Board of Direc-
tors is responsible for reviewing and monitoring the Company’s
financial reports and accounting practices to ascertain that they
are within acceptable limits of sound practice in such matters. e
membership of the Committee consists of non-employee Direc-
tors. At periodic meetings, the Audit Committee discusses audit
and financial reporting matters and the internal audit function with
representatives of financial management and with representatives
from Ernst & Young LLP.
JERRY W. NIX
Vice Chairman and Chief Financial Officer
February 25, 2009
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