GSIT » Topics » Management's Report on Internal Control over Financial Reporting

These excerpts taken from the GSIT 10-K filed Jun 10, 2009.

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) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        We assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. 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 our assessment using those criteria, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our internal control over financial reporting was effective as of March 31, 2009.

        This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to

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temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

Item 9B.    Other Information

        None.

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PART III

        The SEC allows us to include information required in this report by referring to other documents or reports we have already filed or will soon be filing. This is called "incorporation by reference." We intend to file our definitive proxy statement for our 2009 annual meeting of stockholders (the "Proxy Statement") pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and certain information therein is incorporated in this report by reference.

Item 10.    Directors, Executive Officers and Corporate Governance

        The information required by this item with respect to executive officers is set forth in Part I of this Annual Report on Form 10-K and the remaining information required by this item is incorporated by reference from the sections entitled "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," and "Corporate Governance" to be included in the Proxy Statement.

Item 11.    Executive Compensation

        The information required by this item is incorporated by reference from the section entitled "Executive Compensation" to be included in the Proxy Statement.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The information required by this item is incorporated by reference from the section entitled "Principal Stockholders and Stock Ownership by Management" to be included in the Proxy Statement.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

        The information required by this item is incorporated by reference from the section entitled "Related Person Transactions" and "Corporate Governance—Director Independence" to be included in the Proxy Statement for its 2009 annual stockholders' meeting.

Item 14.    Principal Accounting Fees and Services

        The information required by this item is incorporated by reference from the section entitled "Ratification of Appointment of Independent Auditors" to be included in the Proxy Statement.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

        (a)   The following documents are filed as part of this Form:

            1.     Financial Statements

            2.     Financial Statement Schedules

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) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        We assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. 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 our assessment using those criteria, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our internal control over financial reporting was effective as of March 31, 2009.

        This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to

79


Table of Contents


temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

Item 9B.    Other Information

        None.

80


Table of Contents


PART III

        The SEC allows us to include information required in this report by referring to other documents or reports we have already filed or will soon be filing. This is called "incorporation by reference." We intend to file our definitive proxy statement for our 2009 annual meeting of stockholders (the "Proxy Statement") pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and certain information therein is incorporated in this report by reference.

Item 10.    Directors, Executive Officers and Corporate Governance

        The information required by this item with respect to executive officers is set forth in Part I of this Annual Report on Form 10-K and the remaining information required by this item is incorporated by reference from the sections entitled "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," and "Corporate Governance" to be included in the Proxy Statement.

Item 11.    Executive Compensation

        The information required by this item is incorporated by reference from the section entitled "Executive Compensation" to be included in the Proxy Statement.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The information required by this item is incorporated by reference from the section entitled "Principal Stockholders and Stock Ownership by Management" to be included in the Proxy Statement.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

        The information required by this item is incorporated by reference from the section entitled "Related Person Transactions" and "Corporate Governance—Director Independence" to be included in the Proxy Statement for its 2009 annual stockholders' meeting.

Item 14.    Principal Accounting Fees and Services

        The information required by this item is incorporated by reference from the section entitled "Ratification of Appointment of Independent Auditors" to be included in the Proxy Statement.

81


Table of Contents


PART IV

Item 15.    Exhibits and Financial Statement Schedules

        (a)   The following documents are filed as part of this Form:

            1.     Financial Statements

            2.     Financial Statement Schedules

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) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide
reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



        We
assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. 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 our assessment using those
criteria, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our internal control over financial reporting was effective as of March 31, 2009.




        This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over
financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to



79









HREF="#bg78801a_main_toc">Table of Contents






temporary
rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.




NAME="fu78801_item_9b._other_information"> Item 9B.    Other Information



        None.



80









HREF="#bg78801a_main_toc">Table of Contents



NAME="fu78801_part_iii">

PART III



        The SEC allows us to include information required in this report by referring to other documents or reports we have already filed or
will soon be filing. This is called "incorporation by reference." We intend to file our definitive proxy statement for our 2009 annual meeting of stockholders (the "Proxy Statement") pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and certain information therein is incorporated in this report by reference.



NAME="fu78801_item_10._directors,_executive___ite02336"> Item 10.    Directors, Executive Officers and Corporate Governance




        The information required by this item with respect to executive officers is set forth in Part I of this Annual Report on
Form 10-K and the remaining information required by this item is incorporated by reference from the sections entitled "Election of Directors," "Section 16(a) Beneficial
Ownership Reporting Compliance," and "Corporate Governance" to be included in the Proxy Statement.



NAME="fu78801_item_11._executive_compensation"> Item 11.    Executive Compensation




        The information required by this item is incorporated by reference from the section entitled "Executive Compensation" to be included in
the Proxy Statement.



NAME="fu78801_item_12._security_ownership_of__ite04004"> Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



        The information required by this item is incorporated by reference from the section entitled "Principal Stockholders and Stock
Ownership by Management" to be included in the Proxy Statement.




NAME="fu78801_item_13._certain_relationships__ite03067"> Item 13.    Certain Relationships and Related Transactions, and Director Independence



        The information required by this item is incorporated by reference from the section entitled "Related Person Transactions" and
"Corporate Governance—Director Independence" to be included in the Proxy Statement for its 2009 annual stockholders' meeting.



NAME="fu78801_item_14._principal_accounting_fees_and_services"> Item 14.    Principal Accounting Fees and Services




        The information required by this item is incorporated by reference from the section entitled "Ratification of Appointment of
Independent Auditors" to be included in the Proxy Statement.



81









HREF="#bg78801a_main_toc">Table of Contents



NAME="fu78801_part_iv">

PART IV



NAME="fu78801_item_15._exhibits_and_financial_statement_schedules"> Item 15.    Exhibits and Financial Statement Schedules



        (a)   The
following documents are filed as part of this Form:





            SIZE=2>1.     Financial Statements
















            SIZE=2>2.     Financial Statement Schedules



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) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide
reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



        We
assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. 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 our assessment using those
criteria, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our internal control over financial reporting was effective as of March 31, 2009.




        This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over
financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to



79









HREF="#bg78801a_main_toc">Table of Contents






temporary
rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.




NAME="fu78801_item_9b._other_information"> Item 9B.    Other Information



        None.



80









HREF="#bg78801a_main_toc">Table of Contents



NAME="fu78801_part_iii">

PART III



        The SEC allows us to include information required in this report by referring to other documents or reports we have already filed or
will soon be filing. This is called "incorporation by reference." We intend to file our definitive proxy statement for our 2009 annual meeting of stockholders (the "Proxy Statement") pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and certain information therein is incorporated in this report by reference.



NAME="fu78801_item_10._directors,_executive___ite02336"> Item 10.    Directors, Executive Officers and Corporate Governance




        The information required by this item with respect to executive officers is set forth in Part I of this Annual Report on
Form 10-K and the remaining information required by this item is incorporated by reference from the sections entitled "Election of Directors," "Section 16(a) Beneficial
Ownership Reporting Compliance," and "Corporate Governance" to be included in the Proxy Statement.



NAME="fu78801_item_11._executive_compensation"> Item 11.    Executive Compensation




        The information required by this item is incorporated by reference from the section entitled "Executive Compensation" to be included in
the Proxy Statement.



NAME="fu78801_item_12._security_ownership_of__ite04004"> Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



        The information required by this item is incorporated by reference from the section entitled "Principal Stockholders and Stock
Ownership by Management" to be included in the Proxy Statement.




NAME="fu78801_item_13._certain_relationships__ite03067"> Item 13.    Certain Relationships and Related Transactions, and Director Independence



        The information required by this item is incorporated by reference from the section entitled "Related Person Transactions" and
"Corporate Governance—Director Independence" to be included in the Proxy Statement for its 2009 annual stockholders' meeting.



NAME="fu78801_item_14._principal_accounting_fees_and_services"> Item 14.    Principal Accounting Fees and Services




        The information required by this item is incorporated by reference from the section entitled "Ratification of Appointment of
Independent Auditors" to be included in the Proxy Statement.



81









HREF="#bg78801a_main_toc">Table of Contents



NAME="fu78801_part_iv">

PART IV



NAME="fu78801_item_15._exhibits_and_financial_statement_schedules"> Item 15.    Exhibits and Financial Statement Schedules



        (a)   The
following documents are filed as part of this Form:





            SIZE=2>1.     Financial Statements
















            SIZE=2>2.     Financial Statement Schedules



These excerpts taken from the GSIT 10-K filed Jun 17, 2008.

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) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        We assessed the effectiveness of our internal control over financial reporting as of March 31, 2008. 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 our assessment using those criteria, our management (including our Chief Executive Officer and Chief

79



Financial Officer) concluded that our internal control over financial reporting was effective as of March 31, 2008.

        This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

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)
of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to
financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.



        We
assessed the effectiveness of our internal control over financial reporting as of March 31, 2008. 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 our assessment using those
criteria, our management (including our Chief Executive Officer and Chief



79











Financial
Officer) concluded that our internal control over financial reporting was effective as of March 31, 2008.



        This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over
financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management's report in this Annual Report on Form 10-K.



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