PNC Bank 2009 Annual Report Download - page 180

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 Chairman and Chief
Executive Officer and the Chief Financial Officer
concluded that our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities and
Exchange Act of 1934, as amended) were effective as of
December 31, 2009, and that there has been no change in
PNC’s internal control over financial reporting that
occurred during the fourth quarter of 2009 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 “Item 1 – Election of Directors,” and “Corporate
Governance at PNC – Audit Committee,” and “Requirements
for Director Nominations and Shareholder Proposals,” and
“Director and Executive Officer Relationships – Family
Relationships” in our Proxy Statement to be filed for the 2010
annual meeting of shareholders and is incorporated herein by
reference. In accordance with Item 407(d) (3) of Regulation
S-K, the information set forth under the caption “Item 2 –
Ratification of the Audit Committee’s Selection of
PricewaterhouseCoopers LLP as the Independent Registered
Public Accounting Firm for 2010 – 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 2010
annual meeting of shareholders 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/corporategovernance.
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.
ITEM 11 – EXECUTIVE COMPENSATION
The information required by this item is included under the
captions “Board Compensation in 2009,” “Corporate
Governance at PNC – Personnel and Compensation
Committee – Compensation Committee Interlocks and Insider
Participation,” “Compensation Discussion and Analysis,”
“Compensation Committee Report,” “Compensation and
Risk,” and “Executive Compensation Tables” in our Proxy
Statement to be filed for the 2010 annual meeting of
shareholders and is incorporated herein by reference. In
accordance with Item 407(e) (5) of Regulation S-K, the
information set forth under the caption “Executive
Compensation – Compensation Committee Report” 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.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item regarding security
ownership of certain beneficial owners and management is
included under the caption “Security Ownership of Directors,
Executive Officers and Certain Beneficial Owners” in our
Proxy Statement to be filed for the 2010 annual meeting of
shareholders and is incorporated herein by reference.
Information regarding our compensation plans under which
PNC equity securities are authorized for issuance as of
December 31, 2009 is included in the table which follows.
Additional information regarding these plans is included in
Note 16 Stock-Based Compensation Plans in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
176