Attached files

file filename
10-K - FORM 10-K - Mattersight Corpd297815d10k.htm
EX-10.11 - AMENDMENT NO. 1 TO LOAN AGREEMENT - Mattersight Corpd297815dex1011.htm
EX-10.20 - EMPLOYMENT AGREEMENT - Mattersight Corpd297815dex1020.htm
EX-10.21 - SUMMARY OF DIRECTOR COMPENSATION - Mattersight Corpd297815dex1021.htm
EX-10.22 - SUMMARY OF 2012 EXECUTIVE OFFICER COMPENSATION - Mattersight Corpd297815dex1022.htm
EX-21.1 - SUBSIDIARIES OF MATTERSIGHT CORPORATION - Mattersight Corpd297815dex211.htm
EX-23.1 - CONSENT OF GRANT THORNTON LLP - Mattersight Corpd297815dex231.htm
EX-24.3 - POWER OF ATTORNEY FROM HENRY J. FEINBERG - Mattersight Corpd297815dex243.htm
EX-24.1 - POWER OF ATTORNEY FROM TENCH COXE - Mattersight Corpd297815dex241.htm
EX-24.2 - POWER OF ATTORNEY FROM PHILIP R. DUR - Mattersight Corpd297815dex242.htm
EX-24.4 - POWER OF ATTORNEY FROM JOHN T. KOHLER - Mattersight Corpd297815dex244.htm
EX-24.5 - POWER OF ATTORNEY FROM MICHAEL J. MURRAY - Mattersight Corpd297815dex245.htm
EX-24.6 - POWER OF ATTORNEY FROM JOHN C. STALEY - Mattersight Corpd297815dex246.htm
EX-24.7 - POWER OF ATTORNEY FROM DAVID B. MULLEN - Mattersight Corpd297815dex247.htm
EXCEL - IDEA: XBRL DOCUMENT - Mattersight CorpFinancial_Report.xls
EX-31.2 - CERTIFICATION OF WILLIAM B. NOON UNDER SECTION 302 - Mattersight Corpd297815dex312.htm
EX-32.1 - CERTIFICATION OF KELLY D. CONWAY AND WILLIAM B. NOON UNDER SECTION 906 - Mattersight Corpd297815dex321.htm

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kelly D. Conway, certify that:

1. I have reviewed this Annual Report on Form 10-K of Mattersight Corporation;

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 officers 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 known to us by others within those entities, particularly during the period in which this report is being prepared;

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 materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers 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 the 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: March 15, 2012

By

  /S/ KELLY D. CONWAY
 

Kelly D. Conway

 

President & Chief Executive Officer