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Management’s Evaluation
of Disclosure Controls and Procedures |
The Company carried out an
evaluation, under the supervision of and with the participation of
management, including the principal executive officer and principal
financial officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as of December 31,
2005, pursuant to Rule 13a-15(e) under the Securities Exchange Act of
1934. Based
on their review of the disclosure controls and procedures, the Chief
Executive Officer and Acting Chief Financial Officer have concluded that
the Company’s disclosure controls and procedures are effective in timely
alerting management to material information that is required to be
included in periodic SEC filings.
Management, including the Chief Executive Officer and Acting Chief
Financial Officer, does not expect that the Company’s disclosure
controls and procedures or its internal control over financial reporting
will prevent or detect all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of each control must be
considered relative to its costs. Because of the inherent limitations in
all
control systems, no evaluation of a control system can provide absolute
assurance that all control issues and instances of fraud, if any, within
the Company have been prevented or detected.
There was no change in the Company’s internal control over financial
reporting during the quarter ended December 31, 2005, that has
materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting. |
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Management’s Report on
Internal Control over Financial Reporting |
Management is responsible
for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended). Management assessed
the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2005. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Management has concluded that, as of December 31, 2005, the
Company’s internal control over financial reporting is effective based
on these criteria. The Company’s independent registered public
accounting firm, KPMG LLP, which has audited the financial statements
included in this Annual Report, has issued an audit report on
management’s assessment of the Company’s internal control over financial
reporting, which is included herein. |
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Certification |
As provided in the rules of
the New York Stock Exchange, the Company’s Chief Executive Officer has
certified to the Exchange in writing that, as of February 22, 2006, he
was not aware of any violation by the Company of the NYSE’s Corporate
Governance listing standards. The Company has included as Exhibits 31.1
and 31.2 to its Annual Report on Form 10-K for the year ended December
31, 2005, certifications from its Chief Executive Officer and Acting
Chief Financial Officer regarding the quality of the Company’s public
disclosure. |
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