LabCorp 2014 Annual Report Download - page 71

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69
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of America;
• provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with
authorization of management and directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
The Company's management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2014. Management based this assessment on criteria for effective internal control over financial reporting described
in “Internal Control - Integrated Framework 2013” issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on this assessment, the Company's management determined that, as of December 31, 2014, the
Company maintained effective internal control over financial reporting. Management reviewed the results of its assessment with
the Audit Committee of the Company’s Board of Directors.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who audited and reported on the consolidated
financial statements of the Company included in this annual report, also audited the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2014 as stated in its report, which is included herein immediately preceding the
Company’s audited financial statements.
Item 9B. OTHER INFORMATION
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS and CORPORATE GOVERNANCE
The information required by the item regarding directors is incorporated by reference to the Company’s Definitive Proxy
Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to
be held in 2015 (the "2015 Proxy Statement") under the caption "Election of Directors." Information regarding executive officers
is incorporated by reference to the Company’s 2015 Proxy Statement under the caption "Executive Officers."
Information concerning the Company’s Audit Committee, including the designation of audit committee financial experts and
information regarding compliance with Section 16(a) of the Exchange Act responsive to this item is incorporated by reference to
the Company’s 2015 Proxy Statement under the captions "Corporate Governance" and "Section 16(a) Beneficial Ownership
Reporting Compliance" respectively. Information concerning the Company's code of ethics is incorporated by reference to the
Company's 2015 Proxy Statement under the caption "Corporate Governance Policies and Procedures."
Item 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the 2015 Proxy Statement under the captions "Executive
Compensation” and “Director Compensation."
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
See "Note 14 to the Consolidated Financial Statements" for a discussion of the Company’s Stock Compensation Plans. Except
for the above referenced footnote, the information called for by this Item is incorporated by reference to information in the 2015
Proxy Statement under the captions "Security Ownership of Certain Beneficial Owners and Management," "Compensation
Discussion and Analysis" and "Executive Compensation."