PNC Bank 2005 Annual Report Download - page 120

120
prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’ s assets
that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control
over financial reporting, including the possibility of
collusion or improper management override of controls,
material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections
of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are
subject to the risk that the controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management’ s assessment that the
Company maintained effective internal control over
financial reporting as of December 31, 2005, is fairly
stated, in all material respects, based on the criteria
established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Also in our opinion, the
Company maintained, in all material respects, effective
internal control over financial reporting as of December
31, 2005, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States), the consolidated balance sheet as of December 31,
2005 and the related consolidated statements of income,
shareholders’ equity and cash flows for the year then
ended of the Company and our report dated March 3,
2006 expressed an unqualified opinion on those financial
statements.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 3, 2006
(c) Internal Controls and Disclosure Controls and
Procedures
As of December 31, 2005, we performed an evaluation
under the supervision and with the participation of our
management, including the Chairman and Chief
Executive Officer and the Chief Financial Officer, of
the effectiveness of the design and operation of our
disclosure controls and procedures and of changes in
our internal control over financial reporting.
Based on that evaluation, our management, including
the Chairman and Chief Executive Officer and the
Chie f Financial Officer, concluded that our disclosure
controls and procedures were effective as of December
31, 2005, and that there has been no change in internal
control over financial reporting that occurred during the
fourth quarter of 2005 that has materially affected, or is
reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 9B - OTHER INFORMATION
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
Certain of the information regarding our directors, nominees,
executive officers, Audit Committee and Audit Committee
financial experts, and shareholder nominations required by this
item is included under the captions “Election of Directors –
Information Concerning Nominees,” “Transactions Involving
Directors And Executive Officers – Family Relationships,”
“Corporate Governance At PNC – The Audit Committee,” and
“Corporate Governance At PNC – Shareholder Proposals And
Nominations” in our Proxy Statement to be filed for the annual
meeting of shareholders to be held on April 25, 2006 and is
incorporated herein by reference.
Information regarding our compliance with Section 16(a) of the
Securities Exchange Act of 1934 is included under the caption
“Section 16(a) Beneficial Ownership Reporting Compliance” in
our Proxy Statement to be filed for the annual meeting of
shareholders to be held on April 25, 2006 and is incorporated
herein by reference.
Additional information regarding our executive officers and our
directors is included in Part I of this Report under the captions
“Executive Officers of the Registrant” and “Directors of the
Registrant.”
Our PNC Code of Business Conduct and Ethics is available in
the corporate governance section of the “For Investors” page
of our corporate website at www.pnc.com. In addition, any
future amendments to, or waivers from, a provision of the PNC
Code of Business Conduct and Ethics that applies to our
directors or executive officers (including the Chairman and Chief
Executive Officer, the Chief Financial Officer and the
Controller) will be posted at this internet address.