Red Lobster 2014 Annual Report Download - page 22

Report of Management’s Responsibilities and
Management’s Report on Internal Control Over Financial Reporting
Darden
REPORT OF MANAGEMENT’S RESPONSIBILITIES
The management of Darden Restaurants, Inc. is responsible for the fairness
and accuracy of the consolidated financial statements. The consolidated
financial statements have been prepared in accordance with U.S. generally
accepted accounting principles, using management’s best estimates and
judgments where appropriate. The financial information throughout this
report is consistent with our consolidated financial statements.
Management has established a system of internal controls over financial
reporting that provides reasonable assurance that assets are adequately
safeguarded and transactions are recorded accurately, in all material respects,
in accordance with management’s authorization. Our internal controls provide
for appropriate segregation of duties and responsibilities and there are
documented policies regarding utilization of our assets and proper financial
reporting. These formally stated and regularly communicated policies set
high standards of ethical conduct for all employees. We also maintain a
strong audit program that independently evaluates the adequacy of the
design and effectiveness of these internal controls.
The Audit Committee of the Board of Directors meets at least quarterly
to determine that management, internal auditors and the independent
registered public accounting firm are properly discharging their duties
regarding internal control and financial reporting. The independent registered
public accounting firm, internal auditors and employees have full and free
access to the Audit Committee at any time.
KPMG LLP, an independent registered public accounting firm, is
retained to audit our consolidated financial statements and the effectiveness
of our internal control over financial reporting. Their reports follow.
Clarence Otis, Jr.
Chairman of the Board and Chief Executive Officer
MANAGEMENT’S 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 Securities Exchange Act of 1934, as amended). The Company’s internal
control over financial reporting is designed to provide reasonable assurance
to the Company’s management and Board of Directors regarding the
preparation and fair presentation of published financial statements.
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.
Management assessed the effectiveness of the Company’s internal
control over financial reporting as of May 25, 2014. In making this
assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control – Integrated Framework (1992). Management has concluded that,
as of May 25, 2014, the Company’s internal control over financial reporting
was effective based on these criteria.
The Company’s independent registered public accounting firm
KPMG LLP, has issued an audit report on the effectiveness of our internal
control over financial reporting, which follows.
20 Darden Restaurants, Inc.