This excerpt taken from the HSY 10-K filed Feb 19, 2008.
Item 9. CHANGES IN AND
None.STYLE="margin-top:18px;margin-bottom:0px">Item 9A. CONTROLS AND PROCEDURES
SIZE="2">As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), the Company conducted an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and
Companys reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Companys reports filed under the Exchange Act is accumulated and communicated to management, including the Companys
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
FACE="Times New Roman" SIZE="2">On November 13, 2007, we received a notice from NYSE Regulation, Inc. stating that the Company was deficient in meeting the requirements of the following sections of the New York Stock Exchange Listed Company
303A.01The Company does not have a majority of independent directors serving on the Board of Directors of the Company (the
303A.04(a)The Company does not have any independent directors serving on the Nominating Committee of the
303A.07(a)The Company does not have three members serving on the Audit Committee of the Company Board.STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">303A.07(a)The Company does not have an audit committee with financial management expertise. STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">On November 16, 2007, we notified the NYSE that we had cured all of the above deficiencies. The items listed above had arisen as the result of the
November 11, 2007 changes in the composition of our Board of Directors.
MANAGEMENT REPORT ON
The management of The Hershey Company is responsible for establishing and maintaining
All internal control systems, no matter how
Companys internal control over financial reporting as of December 31, 2007. In making this assessment, the Companys management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal ControlIntegrated Framework. Based on this assessment, management believes that, as of December 31, 2007, the Companys internal control over financial reporting was effective based on those criteria.
REPORT OF INDEPENDENT
The Board of Directors and Stockholders
FACE="Times New Roman" SIZE="2">The Hershey Company:
We have audited The Hershey Company and subsidiaries (the Company)
FACE="Times New Roman" SIZE="2">We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
A companys internal control over financial reporting is a process designed to provide
Because of its inherent limitations, internal control over financial reporting may not
In our opinion, the Company maintained, in all material respects, effective internal control over financial
of The Hershey Company as of December 31, 2007 and 2006, and the related consolidated statements of income, cash flows and stockholders equity for each of the years in the three-year period ended December 31, 2007, and our report
dated February 18, 2008 expressed an unqualified opinion on those consolidated financial statements.
STYLE="margin-top:12px;margin-bottom:0px; margin-left:54%; text-indent:-2%">
New York, New York
SIZE="2">February 18, 2008