Charter 2011 Annual Report Download - page 75

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63
controls and procedures. Based upon the above evaluation, we believe that our controls provide such reasonable assurances.
There was no change in our internal control over financial reporting during the fourth quarter of 2011 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control system was designed to provide reasonable
assurance to Charter’s management and board of directors regarding the preparation and fair presentation of published financial
statements.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making
this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control — Integrated Framework. Based on management’s assessment utilizing these criteria we believe
that, as of December 31, 2011, our internal control over financial reporting was effective.
Our independent auditors, KPMG LLP, have audited our internal control over financial reporting as stated in their report on page
F-2.
Item 9B. Other Information.
Charter reports that Robert Cohn informed Charter's Board of Directors on February 22, 2012, that he will not stand for re-election
as a member of Charter's Board of Directors at its upcoming annual stockholders' meeting on May 1, 2012. Subsequent to Mr.
Cohn's notification, Charter's Board of Directors, upon a recommendation from the Nominating and Corporate Governance
Committee, named Jeffrey Marcus as a nominee for the Board of Directors to fill the position currently held by Mr. Cohn.