PNC Bank 2006 Annual Report Download - page 134

generally accepted accounting principles, and that
receipts and expenditures of the company are being made
only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable
assurance regarding 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, 2006, 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, 2006, 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, 2006 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 1, 2007 expressed an unqualified
opinion on those financial statements and included
explanatory paragraphs regarding the Company’s
adoption of Statement of Financial Accounting Standard
No. 158, “Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans – an amendment
of FASB Statements No. 87,88,106, and 132(R)” and the
Company’s use of the equity method of accounting to
recognize its investment in BlackRock, Inc.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 1, 2007
(c) Internal Controls and Disclosure Controls and
Procedures
As of December 31, 2006, 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 Chief
Financial Officer, concluded that our disclosure controls
and procedures were effective as of December 31, 2006,
and that there has been no change in internal control over
financial reporting that occurred during the fourth quarter
of 2006 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, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Certain of the information regarding our directors, nominees
for director, executive officers, Audit Committee (and Audit
Committee financial experts), and shareholder nomination
process required by this item is included under the captions
“Election of Directors – Information Concerning Nominees,”
“Transactions Involving Directors And Executive Officers –
Family Relationships,” and “Corporate Governance At PNC –
The Audit Committee –Our Code of Business Conduct and
Ethics,” and – “Shareholder Proposals And Nominations”in
our Proxy Statement to be filed for the annual meeting of
shareholders to be held on April 24, 2007 and is incorporated
herein by reference. In accordance with Item 407(d)(3) of
Regulation S-K, the information set forth under the caption
“Report of the Audit Committee” in such Proxy Statement
will be deemed to be furnished in this Report and will not be
deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act as a result of
furnishing the disclosure in this manner.
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 24, 2007 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 on
our corporate website at www.pnc.com under “About PNC –
Investor Relations – Corporate Governance.” In addition, any
future amendments to, or waivers from, a provision of the
PNC Code of Business Conduct and Ethics that applies to our
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