3M 2004 Annual Report Download - page 100

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
a. The Company carried out an evaluation, under the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the
end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
b. The Company’s management is responsible for establishing and maintaining an adequate system of internal
control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). The management conducted an
assessment of the Company’s internal control over financial reporting based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.
Based on the assessment, the management concluded that, as of December 31, 2004, the Company’s internal
control over financial reporting is effective. Management’s assessment of the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2004, has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which is included herein.
c. There was no significant change in the Company’s internal control over financial reporting that occurred during
the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Documents Incorporated by Reference
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed
pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of December 31, 2004) for its annual
meeting to be held on May 10, 2005, are incorporated by reference in this Form 10-K.
Item 10. Directors and Executive Officers of the Registrant. The information relating to directors and nominees of
3M is set forth under the caption “Proposal No. 1 – Election of Directors” in 3M’s proxy statement for its 2005 annual
meeting of stockholders (“3M Proxy Statement”) and is incorporated by reference herein. Information about executive
officers is included in Item 1 of this Annual Report on Form 10-K.
Code of Ethics. All of our employees, including our Chief Executive Officer and Chief Financial Officer, are
required to abide by 3M’s long-standing business conduct policies to ensure that our business is conducted in a
consistently legal and ethical manner. 3M has posted the text of such code of ethics on its website
(http://www.3M.com/businessconduct). At the same website, any future amendments to the code of ethics will also
be posted. Any person may request a copy of the code of ethics, at no cost, by writing to us at the following
address:
3M Company
3M Center, Building 220-11W-02
St. Paul, MN 55144-1000
Attention: Director, Business Conduct and Compliance
Item 11. Executive Compensation. The information relating to executive compensation is set forth under the
captions “Summary Compensation Table,” “Option Grants in Last Fiscal Year,” “Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values,” “Long-Term Incentive Plan Awards Table,” “Employment Contracts,
Termination of Employment and Change-in-Control Arrangements,” “Retirement Benefits,” and “Director
Compensation and Stock Ownership Guidelines” in 3M’s Proxy Statement and such information is incorporated by
reference herein.