Stein Mart 2008 Annual Report Download - page 22

Based on the evaluation discussed above, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the
Company’s disclosure controls and procedures were effective as of the date of that evaluation to provide reasonable assurance that
the objectives of disclosure controls and procedures are met.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting was designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.
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 January 31, 2009. In making
this assessment, management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment, management concluded that the Company’s
internal control over financial reporting was effective as of January 31, 2009.
The effectiveness of the Company’s internal control over financial reporting as of January 31, 2009 has been audited by
PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their report which is included on
page F-1 herein.
Changes in Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference to the disclosure found in the Company’s Proxy Statement
for its June 9, 2009 Annual Meeting of Stockholders.
The Company has adopted a code of conduct applicable to all of the Company’s officers, directors and employees, including the
Company’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.
The text of this code of conduct may be found on our web site at www.steinmart.com. The Company intends to post notice of any
waiver from, or amendment to, any provision of our code of conduct on our web site.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the disclosure found in the Company’s Proxy Statement
for its June 9, 2009 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item is incorporated herein by reference to the disclosure found in the Company’s Proxy Statement
for its June 9, 2009 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the disclosure found in the Company’s Proxy Statement
for its June 9, 2009 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated herein by reference to the disclosure found in the Company’s Proxy Statement
for its June 9, 2009 Annual Meeting of Stockholders.
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