THE DESCARTES SYSTEMS GROUP INC.
THE DESCARTES SYSTEMS GROUP INC.
THE DESCARTES SYSTEMS GROUP INC.
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MANAGEMENT’S REPORT ON FINANCIAL STATEMENTS AND<br />
INTERNAL CONTROL OVER FINANCIAL REPORTING<br />
Financial Statements<br />
Management is responsible for the accompanying consolidated financial statements and all other information in this Annual<br />
Report. These consolidated financial statements have been prepared in accordance with US GAAP and necessarily include<br />
amounts that reflect management’s judgment and best estimates. Financial information contained elsewhere in this Annual<br />
Report is prepared on a basis consistent with the consolidated financial statements.<br />
The Board of Directors carries out its responsibilities for the consolidated financial statements through its Audit Committee,<br />
consisting solely of independent directors. The Audit Committee meets with management and independent auditors to review<br />
the consolidated financial statements and the internal controls as they relate to financial reporting. The Audit Committee<br />
reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for<br />
issuance to shareholders.<br />
Internal Control Over Financial Reporting<br />
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal<br />
control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief<br />
Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance<br />
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br />
with GAAP.<br />
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely<br />
basis.<br />
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief<br />
Financial Officer, management assessed the effectiveness of our internal control over financial reporting as of January 31,<br />
2011, based on criteria established in “Internal Control – Integrated Framework, issued by the Committee of Sponsoring<br />
Organizations of the Treadway Commission”. Based on the assessment, management concluded that, as of January 31, 2011,<br />
our internal control over financial reporting was effective.<br />
Management’s internal control over financial reporting as of January 31, 2011, has been audited by Deloitte & Touche LLP,<br />
Independent Registered Chartered Accountants, who also audited our Consolidated Financial Statements for the year ended<br />
January 31, 2011, as stated in the Report of Independent Chartered Accountants, which expressed an unqualified opinion on<br />
the effectiveness of our internal control over financial reporting.<br />
Changes in Internal Control Over Financial Reporting<br />
During the fiscal year ended January 31, 2011, no changes were made to the Company’s internal control over financial<br />
reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over<br />
financial reporting.<br />
Arthur Mesher Stephanie Ratza<br />
Chief Executive Officer Chief Financial Officer<br />
Waterloo, Ontario Waterloo, Ontario<br />
41
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