EX-31.1 2 exhibit311.htm EXHIBIT 31.1 exhibit311
 
 
1
EXHIBIT 31.1
 
PRINCIPAL EXECUTIVE
 
OFFICER CERTIFICATION
 
PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934 RULE 13a
 
-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES
 
-OXLEY ACT OF 2002
 
 
I, John P.
 
D. Cato, certify that:
 
 
1.
 
I have reviewed this report on Form 10-Q of The Cato Corporation
 
(the “registrant”);
 
 
2.
 
Based on
 
my knowledge,
 
this report
 
does not
 
contain any
 
untrue statement
 
of a
 
material fact
 
or omit
 
to
 
state a material fact
 
necessary to make the
 
statements made, in light
 
of the circumstances under
 
which
 
such statements were made, not misleading with respect to the
 
period covered by this report;
 
 
3.
 
Based on my knowledge, the financial
 
statements, and other financial information
 
included in this report,
 
fairly present in
 
all material
 
respects the
 
financial condition,
 
results of operations
 
and cash
 
flows of the
 
registrant as
 
of,
and for, the periods presented in this report;
 
 
4.
 
The registrant’s
 
other certifying
 
officer and
 
I are
 
responsible for
 
establishing and
 
maintaining disclosure
 
controls and
procedures (as
 
defined in Exchange
 
Act Rules 13a-15(e)
 
and 15d-15(e))
 
and internal control
 
over financial reporting
 
(as
defined in
 
Exchange Act
 
Rules 13a
 
-15(f) and
 
15d-15(f)) for
 
the registrant
 
and have:
 
 
 
 
a)
 
Designed such
 
disclosure controls
 
and procedures,
 
or caused
 
such disclosure
 
controls and
 
procedures
 
to be
 
designed under
 
our supervision,
 
to ensure
 
that material
 
information relating
 
to the
 
registrant, including
 
its
consolidated subsidiaries,
 
is made kno
 
wn to
 
us by
 
others within those
 
entities,
particularly during the period in which this report is being pre
 
pared;
 
 
 
b)
 
Designed such internal
 
control over financial
 
reporting, or caused
 
such internal control
 
over financial reporting
 
to be
designed under our supervision, to
 
provide reasonable assurance regarding
 
the reliability of financial reporting
 
and the
preparation of financial statements for external purposes in accordance
 
with generally accepted accounting principles;
 
c)
 
Evaluated the
 
effectiveness of
 
the registrant’s
 
disclosure controls
 
and procedures
 
and presented
 
in this
 
report our
conclusions about
 
the effectiveness
 
of the
 
disclosure controls
 
and procedures,
 
as of
 
the end
 
of the period covered by this report based on such evaluation; and
 
 
 
d)
 
Disclosed in
 
this report
 
any change
 
in the
 
registrant’s internal
 
control over
 
financial reporting
 
that
 
occurred during the registrant’s
 
most recent fiscal quarter
 
(the registrant’s
 
fourth fiscal quarter in
 
the
 
case of
 
an annual
 
report) that
 
has materiall
 
y
 
affected, or
 
is reasonably
 
likely to
 
materially affect,
 
the registrant’s
internal control over financial reporting; and
 
5.
 
The registrant’s
 
other certifying officer
 
and I have
 
disclosed, based on
 
our most recent evaluation
 
of internal control
 
over
financial reporting,
 
to the registrant’s
 
auditors and
 
the audit
 
committee of
 
the registrant’s
 
board of
 
directors (or
 
persons
performing the equivalent functions):
 
 
 
 
a)
 
All significant
 
deficiencies and
 
material weaknesses
 
in the
 
design or
 
operation of
 
internal control
 
over financial
reporting which are reasonably likely to adversely affect the registrant’s
 
ability to record,
 
process, summarize and report financial information; and
 
 
 
b)
 
Any fraud,
 
whether or
 
not material,
 
that involves
 
management or
 
other employees
 
who have
 
a
 
significant role in the registrant’s internal
 
control over financial reporting.
 
Date: August 25, 2021
 
/s/ John P.
 
D. Cato
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer