2013 Annual Report - Investor Relations - Darden Restaurants

Report of Management’s Responsibilities andManagement’s Report on Internal Control Over Financial ReportingDardenREPORT OF MANAGEMENT’SRESPONSIBILITIESThe management of Darden Restaurants, Inc. is responsible for the fairness andaccuracy of the consolidated financial statements. The consolidated financialstatements have been prepared in accordance with U.S. generally acceptedaccounting principles, using management’s best estimates and judgments whereappropriate. The financial information throughout this report is consistent withour consolidated financial statements.Management has established a system of internal controls that providesreasonable assurance that assets are adequately safeguarded and transactionsare recorded accurately, in all material respects, in accordance with management’sauthorization. We maintain a strong audit program that independently evaluatesthe adequacy and effectiveness of internal controls. Our internal controls providefor appropriate segregation of duties and responsibilities and there are documentedpolicies regarding utilization of our assets and proper financial reporting. Theseformally stated and regularly communicated policies set high standards ofethical conduct for all employees.The Audit Committee of the Board of Directors meets at least quarterly todetermine that management, internal auditors and the independent registeredpublic accounting firm are properly discharging their duties regarding internalcontrol and financial reporting. The independent registered public accountingfirm, internal auditors and employees have full and free access to the AuditCommittee at any time.KPMG LLP, an independent registered public accounting firm, is retained toaudit our consolidated financial statements and the effectiveness of our internalcontrol over financial reporting. Their reports follow.MANAGEMENT’S REPORT ON INTERNALCONTROL OVER FINANCIAL REPORTINGManagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting (as defined in Rule 13a-15(f) under the SecuritiesExchange Act of 1934, as amended). The Company’s internal control over financialreporting is designed to provide reasonable assurance to the Company’s managementand Board of Directors regarding the preparation and fair presentationof published financial statements.Because of its inherent limitations, internal control over financial reportingmay not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.Management assessed the effectiveness of the Company’s internal controlover financial reporting as of May 26, 2013. In making this assessment, managementused the criteria set forth by the Committee of Sponsoring Organizationsof the Treadway Commission (COSO) in Internal Control – Integrated Framework.Management has concluded that, as of May 26, 2013, the Company’s internalcontrol over financial reporting was effective based on these criteria.The Company’s independent registered public accounting firm KPMG LLP,has issued an audit report on the effectiveness of our internal control overfinancial reporting, which follows.Clarence Otis, Jr.Chairman of the Board and Chief Executive Officer32 Darden Restaurants, Inc. 2013 Annual Report