PNC Bank 2007 Annual Report Download - page 128

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
(a) Previously reported.
(b) None.
ITEM 9A – CONTROLS AND PROCEDURES
(a) MANAGEMENT’S RESPONSIBILITY FOR
INTERNAL CONTROL OVER FINANCIAL
REPORTING
The management of The PNC Financial Services Group,
Inc. and subsidiaries (“PNC”) is responsible for
establishing and maintaining effective internal control
over financial reporting. The internal control system is
augmented by written policies and procedures and by
audits performed by an internal audit staff, which reports
to the Audit Committee of the Board of Directors.
Internal auditors test the operation of the internal control
system and report findings to management and the Audit
Committee, and appropriate corrective and other actions
are taken to address identified control deficiencies and
other opportunities for improving the system. The Audit
Committee, composed solely of independent directors,
provides oversight to management’s conduct of the
financial reporting process.
There are inherent limitations in the effectiveness of any
system of internal control, including the possibility of
human error and circumvention or overriding of controls.
Accordingly, even effective internal control can provide
only reasonable assurance with respect to the reliability
of financial reporting and financial statement preparation.
Further, because of changes in conditions, the
effectiveness of internal control may vary over time.
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 PNC’s internal
control over financial reporting as of December 31, 2007.
This assessment was based on criteria for effective
internal control over financial reporting described in
Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management
believes that PNC maintained effective internal control
over financial reporting as of December 31, 2007.
(b) REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited our consolidated
financial statements as of and for the year ended
December 31, 2007 included in this Report, has issued a
report on the effectiveness of PNC’s internal control over
financial reporting as of December 31, 2007. The report
of PricewaterhouseCoopers LLP is included under Item 8
of this Report and is incorporated herein by reference.
(c) INTERNAL CONTROLS AND DISCLOSURE
CONTROLS AND PROCEDURES
As of December 31, 2007, 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, 2007,
and that there has been no change in internal control over
financial reporting that occurred during the fourth quarter
of 2007 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 (or
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
Director Nominations” in our Proxy Statement to be filed for
the annual meeting of shareholders to be held on April 22,
2008 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 22, 2008 and is
incorporated herein by reference.
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