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Cousins Properties Incorporated 2006 Annual Report - SNL Financial

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Item 9. Changes in and Disagreements with Accountants on Accounting and <strong>Financial</strong> Disclosure<br />

Not applicable.<br />

Item 9A. Controls and Procedures<br />

We maintain disclosure controls and procedures that are designed to ensure that information required to be<br />

disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods<br />

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management,<br />

including the Chief Executive Officer and Chief <strong>Financial</strong> Officer, as appropriate, to allow timely decisions<br />

regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of<br />

such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s<br />

control objectives. We also have investments in certain unconsolidated entities. As we do not always control<br />

or manage these entities, our disclosure controls and procedures with respect to such entities are necessarily more<br />

limited than those we maintain with respect to our consolidated subsidiaries.<br />

As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision<br />

and with the participation of management, including the Chief Executive Officer along with the Chief <strong>Financial</strong><br />

Officer, of the effectiveness, design and operation of our disclosure controls and procedures pursuant to Exchange<br />

Act Rules 13a-15(b) and 15d-15(b). Based upon the foregoing, the Chief Executive Officer along with the Chief<br />

<strong>Financial</strong> Officer concluded that our disclosure controls and procedures are effective at providing reasonable<br />

assurance that all material information required to be included in our Exchange Act reports is reported in a timely<br />

manner. In addition, based on such evaluation we have identified no changes in our internal control over financial<br />

reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to<br />

materially affect, our internal control over financial reporting.<br />

<strong>Report</strong> of Management on Internal Control Over <strong>Financial</strong> <strong>Report</strong>ing<br />

Management of the Company is responsible for establishing and maintaining adequate internal control over<br />

financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial<br />

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and<br />

the preparation of financial statements for external reporting purposes in accordance with accounting principles<br />

generally accepted in the United States. Internal control over financial reporting includes those policies and<br />

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the<br />

transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as<br />

necessary to permit preparation of financial statements in accordance with accounting principles generally accepted<br />

in the United States and that our receipts and expenditures are being made only in accordance with authorizations of<br />

our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of<br />

unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial<br />

statements.<br />

Management, under the supervision of and with the participation of the Chief Executive Officer and the Chief<br />

<strong>Financial</strong> Officer, assessed the effectiveness of our internal control over financial reporting as of December 31,<br />

<strong>2006</strong>. The framework on which the assessment was based is described in “Internal Control — Integrated Framework”<br />

issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this<br />

assessment, we concluded that we maintained effective internal control over financial reporting as of December 31,<br />

<strong>2006</strong>.<br />

Management’s assessment of the effectiveness of our internal control over financial reporting has been audited<br />

by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report.<br />

56

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