The Gap 2012 Annual Report Download - page 83

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65
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Annual Report on
Form 10-K. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining an adequate system of internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an assessment of our internal control over
financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control—Integrated Framework. Based on the assessment, management concluded that as of
February 2, 2013, our internal control over financial reporting is effective. The Company’s internal control over financial
reporting as of February 2, 2013 has been audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fourth
quarter of fiscal 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Item 9B. Other Information.
Not applicable.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated herein by reference to the sections entitled “Nominees for Election as
Directors,” “Corporate Governance—Audit and Finance Committee,” and “Section 16(a) Beneficial Ownership Reporting
Compliance” in the 2013 Proxy Statement. See also Part I, Item 1 in the section entitled “Executive Officers of the
Registrant.”
The Company has adopted a code of ethics, our Code of Business Conduct, which applies to all employees including our
principal executive officer, principal financial officer, controller, and persons performing similar functions. Our Code of
Business Conduct is available on our website, gapinc.com, under “Investors, Corporate Compliance, Code of Business
Conduct.” Any amendments and waivers to the code will also be available on the website.
Item 11. Executive Compensation.
The information required by this item is incorporated herein by reference to the sections entitled “Compensation of
Directors,” “Corporate Governance—Compensation and Management Development Committee,” and “Executive
Compensation and Related Information” in the 2013 Proxy Statement.
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 sections entitled “Executive Compensation
and Related Information—Equity Compensation Plan Information” and “Beneficial Ownership of Shares” in the 2013 Proxy
Statement.
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