Heidrick & Struggles International (HSII)

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Changes in Internal Control Over Financial
Reporting

There have been no changes in our internal
control over financial reporting that occurred during the year ended December 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

None.

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Changes in Internal Control Over Financial Reporting

Changes in Internal Control Over Financial Reporting

Except as discussed below, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2006 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

During the fourth quarter of 2006, the Company enhanced its policies and procedures associated with accounting for income taxes to ensure that changes in foreign currency exchange rates are properly reflected in the income tax accounts. Also, during the fourth quarter of 2006, the Company enhanced its policies and procedures to require timely review and reconciliation of intercompany transactions and implemented a revised policy requiring the timely settlement of intercompany balances.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2005 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

During 2004, the Company has taken a number of steps that have improved the effectiveness of internal control over financial reporting including increasing the levels of review, documenting the reviews that have been performed, utilizing outside resources, including subject matter experts, and additional training of staff. More specifically, the Company has identified and implemented improvements in internal controls over financial reporting in the following areas.

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