Stamps.com 2007 Annual Report Download - page 33

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.
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.
In our opinion, Stamps.com Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the balance sheets of Stamps.com Inc. as of December 31, 2007 and 2006, and the related statements of income, stockholders’
equity, and cash flows for each of the three years in the period ended December 31, 2007 of Stamps.com Inc. and our report
dated March 13, 2008 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
Los Angeles, California
March 13, 2008
31
TABLE OF CONTENTS
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We incorporate by reference the information under the captions “Proposal One: Election of Directors”, “Management” and
“Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for our 2008 annual meeting of
stockholders, which will be filed with the Securities and Exchange Commission by not later than 120 days after our fiscal year
end.
We have adopted a written code of ethics that applies to our principal executive officer, principal financial officer, and
principal accounting officer. Our code of ethics, which also applies to our directors and all of our officers and employees, can be
found on our web site, which is located at www.stamps.com . We intend to make all required disclosures concerning any
amendments to, or waivers from, our code of ethics on our web site. We will provide to any person without charge, upon request
to the secretary of the company, a copy of our code of ethics.
Item 11. Executive Compensation.
We incorporate by reference the information under the caption “Executive Compensation and Related Information”,
appearing in our proxy statement for our 2008 annual meeting of stockholders, which will be filed with the Securities and
Exchange Commission by not later than 120 days after our fiscal year end.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
We incorporate by reference the information under the caption “Beneficial Ownership of Securities”, appearing in our proxy
statement for our 2008 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission by not
later than 120 days after our fiscal year end.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We incorporate by reference the information under the heading “Certain Relationships and Related Transactions”, appearing
in our proxy statement for our 2008 annual meeting of stockholders, which will be filed with the Securities and Exchange
Commission by not later than 120 days after our fiscal year end.
Item 14. Principal Accountant Fees and Services.
We incorporate by reference the information under the heading “Principal Accounting Fees and Services”, appearing in our
proxy statement for our 2008 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission
by not later than 120 days after our fiscal year end.