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Item 9a. Controls
and Procedures
Effectiveness of
Controls and Procedures
Management, under the
supervision of the President and Chief Executive Officer and Senior Vice
President and Chief Financial Officer, has evaluated the effectiveness of the
Companys disclosure controls and procedures as of December 31, 2006.
Based on such evaluation, our President and Chief Executive Officer and Senior
Vice President and Chief Financial Officer have concluded that the disclosure
controls and procedures were effective as of December 31, 2006 and that
there have been no significant changes in such controls and procedures, or in
other factors, that could significantly affect these controls subsequent to
their evaluation date.
Managements Annual
Report on Internal Control over Financial Reporting
Under Section 404 of the Sarbanes-Oxley Act of
2002 (SOX), our management is required to assess the effectiveness of the
Companys internal control over financial reporting as of the end of each
fiscal year and report, based on that assessment, whether the Companys
internal control over financial reporting is effective.
Management is responsible for establishing and
maintaining adequate internal control over financial reporting. The Companys
internal control over financial reporting is designed to provide reasonable
assurance as to the reliability of the Companys financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
Internal control over financial reporting, no matter
how well designed, has inherent limitations. Therefore, internal control over
financial reporting determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and may not prevent
or detect all misstatements. Moreover, 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 has assessed the effectiveness of the
Companys internal control over financial reporting as of December 31,
2006. In making this assessment, the Company used the criteria established by
The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
ControlIntegrated Framework. These criteria are in the areas of control
environment, risk assessment, control activities, information and communication
and monitoring. The Companys assessment included documenting, evaluating and
testing the design and operating effectiveness of its internal control over
financial reporting.
On December 1, 2006, we acquired NS
Group, Inc. Consistent with published guidance of the Securities and
Exchange Commission, management excluded from its assessment of the
effectiveness of our internal control over financial reporting as of
December 31, 2006, NS Groups internal control over financial reporting. The
consolidated financial statements of IPSCO Inc. as of and for the year
ended December 31, 2006 include the following related to NS Group:
total assets of $1.8 billion, including goodwill of $598 million and
identifiable intangible assets of $700 million; net assets of
$1.4 billion; sales of $44 million; and, a net loss of
$6 million.
Based on the Companys processes and the assessment
described above, management has concluded that as of December 31, 2006,
the Companys internal control over financial reporting was effective.
A report prepared by Ernst &
Young LLP, an independent registered public accounting firm, with respect to
managements assessment of the Companys internal control over financial
reporting as of December 31, 2006 is included herein.
Changes in Internal
Control over Financial Reporting
There have been no changes in our internal controls
over financial reporting during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.
Report of Independent Registered Public Accounting
Firm
To the Shareholders of IPSCO Inc.
We have audited
managements assessment, included in the accompanying Managements
Annual Report on Internal Control over Financial Reporting, that
IPSCO Inc. maintained effective internal control over financial reporting as of
December 31, 2006, based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). IPSCO Inc.s management is responsible
for maintaining effective internal control over financial reporting. Our
responsibility is to express an opinion on managements assessment and an
opinion on the effectiveness of the Companys internal control over financial
reporting based on our audit.
We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting,
evaluating managements assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe our
audit provides a reasonable basis for our opinion.
A companys internal
control over financial reporting is a process 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. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the companys assets that could have a material effect on the
financial statements.
Because of inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluations of effectiveness to
future periods are subject to risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
As indicated in the
accompanying Managements Annual Report on Internal Control over Financial
Reporting, Managements assessment of and conclusion on the effectiveness of
internal control over financial reporting did not include the internal controls
of NS Group, Inc., which is included in the 2006 consolidated
financial statements of IPSCO Inc. and constituted $1.8 billion and $1.4
billion of total and net assets, respectively, as of December 31, 2006 and
$44 million and $6 million of revenues and net loss, respectively,
for the year then ended. Our audit of internal control over financial reporting
of IPSCO Inc. also did not include an evaluation of the internal control
over financial reporting of NS Group, Inc.
In our opinion,
managements assessment that IPSCO Inc. maintained effective internal control over
financial reporting as of December 31, 2006 is fairly stated, in all
material respects, based on the COSO criteria. Also in our opinion, IPSCO Inc.
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2006, based on the COSO criteria.
We also have
audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the 2006 consolidated financial statements of
IPSCO Inc. and our report dated February 26, 2007 expressed an unqualified
opinion thereon.
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/s/ Ernst & Young
LLP
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February 26, 2007
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Chicago, Illinois
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