Humana 2014 Annual Report Download - page 136

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128
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Responsibility for Financial Statements and Other Information
We are responsible for the preparation and integrity of the consolidated financial statements appearing in our
Annual Report. The consolidated financial statements were prepared in conformity with accounting principles generally
accepted in the United States and include amounts based on our estimates and judgments. All other financial information
in this report has been presented on a basis consistent with the information included in the financial statements.
Our control environment is the foundation for our system of internal control over financial reporting and is embodied
in our Code of Ethics and Business Conduct, which we currently refer to as the Humana Inc. Ethics Every Day. It sets
the tone of our organization and includes factors such as integrity and ethical values. Our internal control over financial
reporting is supported by formal policies and procedures which are reviewed, modified and improved as changes occur
in business conditions and operations.
The Audit Committee of the Board of Directors, which is composed solely of independent outside directors, meets
periodically with members of management, the internal auditors and our independent registered public accounting firm
to review and discuss internal controls over financial reporting and accounting and financial reporting matters. Our
independent registered public accounting firm and internal auditors report to the Audit Committee and accordingly
have full and free access to the Audit Committee at any time.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to members of senior management and the Board of Directors.
Based on our evaluation as of December 31, 2014, we as the principal executive officer and the principal financial
officer and the principal accounting officer of the Company have concluded that the Company’s disclosure controls
and procedures (as defined in the Securities Exchange Act of 1934) are effective to ensure that the information required
to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms.
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining effective internal control over financial reporting as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate or that the degree of compliance with the policies or procedures may deteriorate.