2008 Annual Report - Hubbell Wiring Device-Kellems

REPORT OF MANAGEMENTHUBBELL INCORPORATED AND SUBSIDIARIESReport on Management’s Responsibility for Financial StatementsOur management is responsible for the preparation, integrity and fair presentation of its published financialstatements. The financial statements have been prepared in accordance with accounting principles generallyaccepted in the United States of America and include amounts based on informed judgments made by management.We believe it is critical to provide investors and other users of our financial statements with information that isrelevant, objective, understandable and timely, so that they can make informed decisions. As a result, we haveestablished and we maintain systems and practices and internal control processes designed to provide reasonable,but not, absolute assurance that transactions are properly executed and recorded and that our policies andprocedures are carried out appropriately. Management strives to recruit, train and retain high quality people toensure that controls are designed, implemented and maintained in a high-quality, reliable manner.Our independent registered public accounting firm audited our financial statements and the effectiveness ofour internal control over financial reporting in accordance with Standards established by the Public CompanyAccounting Oversight Board (United States). Their report appears on the next page within this Annual Report onForm 10-K.Our Board of Directors normally meets at least five times per year to provide oversight, to review corporatestrategies and operations, and to assess management’s conduct of the business. The Audit Committee of our Boardof Directors (which meets approximately nine times per year) is comprised of at least three individuals all of whommust be “independent” under current New York Stock Exchange listing standards and regulations adopted by theSEC under the federal securities laws. The Audit Committee meets regularly with our internal auditors andindependent registered public accounting firm, as well as management to review, among other matters, accounting,auditing, internal controls and financial reporting issues and practices. Both the internal auditors and independentregistered public accounting firm have full, unlimited access to the Audit Committee.Management’s Annual Report on Internal Control over Financial ReportingManagement is responsible for establishing and maintaining adequate systems of internal control overfinancial reporting as defined by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.Internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external reporting purposes inaccordance with generally accepted accounting principles. Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of ourinternal control over financial reporting as of December 31, 2008. In making this assessment, management used thecriteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission. Based on this assessment, management concluded that our internal controlover financial reporting was effective as of December 31, 2008.The effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited byPricewaterhouseCoopers LLP, our independent registered public accounting firm as stated in their report which isincluded on the next page within this Annual Report on Form 10-K.Timothy H. PowersChairman of the Board,President & Chief Executive OfficerDavid G. NordSenior Vice President andChief Financial Officer36