Walmart 2009 Annual Report Download - page 56

54 Wal-Mart 2009 Annual Report
Management’s Report to Our Shareholders
Management of Wal-Mart Stores, Inc. (“Wal-Mart”, the “Company” or
“we”) is responsible for the preparation, integrity and objectivity of
Wal-Mart’s Consolidated Financial Statements and other  nancial
information contained in this Annual Report to Shareholders. Those
Consolidated Financial Statements were prepared in conformity with
accounting principles generally accepted in the United States. In pre-
paring those Consolidated Financial Statements, management was
required to make certain estimates and judgments, which are based
upon currently available information and management’s view of
current conditions and circumstances.
The Audit Committee of the Board of Directors, which consists solely
of independent directors, oversees our process of reporting  nancial
information and the audit of our Consolidated Financial Statements.
The Audit Committee stays informed of the  nancial condition of
Wal-Mart and regularly reviews management’s  nancial policies and
procedures, the independence of our independent auditors, our inter-
nal control over  nancial reporting and the objectivity of our  nancial
reporting. Both the independent auditors and the internal auditors
have free access to the Audit Committee and meet with the Audit
Committee periodically, both with and without management present.
Acting through our Audit Committee, we have retained Ernst & Young
LLP, an independent registered public accounting  rm, to audit our
Consolidated Financial Statements found in this Annual Report to
Shareholders. We have made available to Ernst & Young LLP all of our
 nancial records and related data in connection with their audit of
our Consolidated Financial Statements. We have  led with the Securi-
ties and Exchange Commission (“SEC”) the required certi cations
related to our Consolidated Financial Statements as of and for the year
ended January 31, 2009. These certi cations are attached as exhibits
to our Annual Report on Form 10-K for the year ended January 31,
2009. Additionally, we have also provided to the New York Stock
Exchange the required annual certification of our Chief Executive
Officer regarding our compliance with the New York Stock
Exchange’s corporate governance listing standards.
Report on Internal Control Over Financial Reporting
Management has responsibility for establishing and maintaining
adequate internal control over  nancial reporting. Internal control
over  nancial reporting is a process designed to provide reasonable
assurance regarding the reliability of  nancial reporting and the
preparation of  nancial statements for external reporting purposes
in accordance with accounting principles generally accepted in the
United States. Because of its inherent limitations, internal control over
 nancial reporting may not prevent or detect misstatements. Man-
agement has assessed the e ectiveness of the Company’s internal
control over  nancial reporting as of January 31, 2009. In making its
assessment, management has utilized the criteria set forth by the
Committee of Sponsoring Organizations (“COSO”) of the Treadway
Commission in Internal Control — Integrated Framework. Management
concluded that based on its assessment, Wal-Mart’s internal control
over  nancial reporting was e ective as of January 31, 2009. The
Company’s internal control over  nancial reporting as of January 31,
2009, has been audited by Ernst & Young LLP as stated in their report
which appears in this Annual Report to Shareholders.
Management’s assessment of the e ectiveness of the Company’s
internal control over  nancial reporting excluded Distribución y
Servicio D&S S.A. (“D&S”), of which the Company purchased a con-
trolling interest in  scal 2009. This entity represented, in the aggregate,
2.2% and 0.0% of consolidated total assets and consolidated net
sales, respectively, of the Company as of and for the year ended
January 31, 2009. This acquisition is more fully discussed in Note 6 to
our Consolidated Financial Statements for  scal 2009. Under guidelines
established by the SEC, companies are allowed to exclude acquisitions
from their  rst assessment of internal control over  nancial reporting
following the date of the acquisition.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide
reasonable assurance that information required to be timely disclosed
is accumulated and communicated to management in a timely fash-
ion. Management has assessed the e ectiveness of these disclosure
controls and procedures as of January 31, 2009, and determined they
were e ective as of that date to provide reasonable assurance that
information required to be disclosed by us in the reports we  le or
submit under the Securities Exchange Act of 1934, as amended, was
accumulated and communicated to management, as appropriate, to
allow timely decisions regarding required disclosure and were e ective
to provide reasonable assurance that such information is recorded,
processed, summarized and reported within the time periods speci-
 ed by the SEC’s rules and forms.
Report on Ethical Standards
Our Company was founded on the belief that open communications
and the highest standards of ethics are necessary to be successful. Our
long-standing “Open Door” communication policy helps manage-
ment be aware of and address issues in a timely and e ective manner.
Through the open door policy all associates are encouraged to inform
management at the appropriate level when they are concerned
about any matter pertaining to Wal-Mart.
Wal-Mart has adopted a Statement of Ethics to guide our associates
in the continued observance of high ethical standards such as honesty,
integrity and compliance with the law in the conduct of Wal-Mart’s
business. Familiarity and compliance with the Statement of Ethics is
required of all associates who are part of management. The Company
also maintains a separate Code of Ethics for our senior  nancial o cers.
Wal-Mart also has in place a Related-Party Transaction Policy. This
policy applies to Wal-Mart’s senior o cers and directors and requires
material related-party transactions to be reviewed by the Audit
Committee. The senior o cers and directors are required to report
material related-party transactions to Wal-Mart. We maintain a global
ethics o ce which oversees and administers an ethics helpline. The
ethics helpline provides a channel for associates to make con dential
and anonymous complaints regarding potential violations of our
statements of ethics, including violations related to  nancial or
accounting matters.
Michael T. Duke
President and Chief Executive O cer
Thomas M. Schoewe
Executive Vice President and Chief Financial O cer