Paychex 2012 Annual Report Download - page 50

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REPORT ON MANAGEMENT’S ASSESSMENT OF
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Paychex, Inc. (the “Company”) is responsible for establishing and maintaining an adequate
system of internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
the Consolidated Financial Statements. Our internal control over financial reporting is supported by a program of
internal audits and appropriate reviews by management, written policies and guidelines, and careful selection and
training of qualified personnel.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements and even when determined to be effective, can only provide 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.
The Audit Committee of our Company’s Board of Directors meets with the independent registered public
accounting firm, management, and internal auditors periodically to discuss internal control over financial
reporting and auditing and financial reporting matters. The Audit Committee reviews with the independent
registered public accounting firm the scope and results of the audit effort. The Audit Committee also meets
periodically with the independent registered public accounting firm and the chief internal auditor without
management present to ensure that the independent registered public accounting firm and the chief internal
auditor has free access to the Audit Committee. The Audit Committee’s Report can be found in the Definitive
Proxy Statement to be issued in connection with the Company’s 2012 Annual Meeting of Stockholders.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
May 31, 2012. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on
our assessment, management believes that the Company maintained effective internal control over financial
reporting as of May 31, 2012.
The Company’s independent registered public accounting firm, Ernst & Young LLP, is appointed by the
Company’s Audit Committee. Ernst & Young LLP has audited the Consolidated Financial Statements included
in this Annual Report on Form 10-K, and as a part of their audit, has issued their report, included herein, on the
effectiveness of the Company’s internal control over financial reporting.
/s/ Martin Mucci
Martin Mucci
President and Chief Executive Officer
/s/ Efrain Rivera
Efrain Rivera
Senior Vice President, Chief Financial Officer,
and Treasurer
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