Netgear 2013 Annual Report Download - page 109

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Table of Contents
None.
Management
’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-
15(f)
under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2013 . In making this assessment, our management used the criteria established in
Internal
Control—Integrated Framework (1992)
, issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
management’
s assessment using those criteria, our management concluded that our internal control over financial reporting was effective as of
December 31, 2013 . The effectiveness of our internal control over financial reporting as of December 31, 2013
has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report on
Form 10-K.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fourth quarter of fiscal year 2013
that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of our management (including our Chief Executive Officer and Chief
Financial Officer), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of the end of the period covered by this Annual Report on Form 10-
K to ensure
that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC’
s rules and forms and (ii) accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
None.
PART III
Certain information required by Part III is incorporated herein by reference from our proxy statement related to our 2014 Annual Meeting of
Stockholders, which we intend to file no later than 120 days after the end of the fiscal year covered by this Form 10-K.
The information required by this Item concerning our directors, executive officers, standing committees and procedures by which stockholders
may recommend nominees to our Board of Directors, is incorporated by reference to the sections of our Proxy Statement under the headings
“Information Concerning the Nominees and Incumbent Nominees,” “Board and Committee Meetings,” “Audit Committee” and “
Section 16(a)
Beneficial Ownership Reporting Compliance,” and to the information contained in the section captioned “Executive Officers of the Registrant”
included
under Part I of this Annual Report on Form 10-K.
106
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance