Wendy's 2013 Annual Report Download - page 123

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The management of the Company, under the supervision and with the participation of the Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls
and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of December 29, 2013. Based on such evaluations, the Chief Executive Officer and Chief
Financial Officer concluded that as of December 29, 2013, the disclosure controls and procedures of the Company
were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and
communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). The management of the Company, under
the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an
assessment of the effectiveness of its internal control over financial reporting for the Company as of December 29,
2013. The assessment was performed using the criteria for effective internal control reflected in the
Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
Based on the assessment of the system of internal control for the Company, the management of the Company
believes that as of December 29, 2013, internal control over financial reporting of the Company was effective.
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report
dated February 27, 2014 on the Company’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in the internal control over financial reporting of the Company during the fourth
quarter of 2013 that materially affected, or are reasonably likely to materially affect, its internal control over financial
reporting.
Inherent Limitations on Effectiveness of Controls
There are inherent limitations in the effectiveness of any control system, including the potential for human
error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in
decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control
system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately
met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial
Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any
evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time,
controls may become inadequate because of changes in an entity’s operating environment or deterioration in the
degree of compliance with policies or procedures.
119