PNC Bank 2010 Annual Report Download - page 201
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Please find page 201 of the 2010 PNC Bank annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.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 our Executive Vice President and
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, 2010, and
that there has been no change in PNC’s internal control
over financial reporting that occurred during the fourth
quarter of 2010 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 and Audit
Committee (and Audit Committee financial experts), required
by this item is included under the captions “Item 1 – Election
of Directors,” and “Corporate Governance at PNC – Board
Committees – Audit Committee,” and “Director and Executive
Officer Relationships – Family Relationships” in our Proxy
Statement to be filed for the 2011 annual meeting of
shareholders 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 “Director and Executive Officer Relationships –
Section 16(a) Beneficial Ownership Reporting Compliance” in
our Proxy Statement to be filed for the 2011 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 “Corporate Governance at PNC – Board Committees
–Personnel and Compensation Committee – Compensation
Committee Interlocks and Insider Participation,” “Corporate
Governance at PNC – Board Compensation in 2010,”
“Compensation Discussion and Analysis,” “Compensation
Committee Report,” “Compensation and Risk,” and
“Compensation Tables” in our Proxy Statement to be filed for
the 2011 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
“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
and Executive Officers” in our Proxy Statement to be filed for
the 2011 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, 2010 is included in a table (with introductory
paragraph and notes) under the caption “Item 3 – Approval of
2006 Incentive Award Plan Terms” in our Proxy Statement to
be filed for the 2011 annual meeting of shareholders and is
incorporated herein by reference. Included in the notes to that
table, and incorporated herein by reference, is information
regarding awards or portions of awards under our 2006
Incentive Award Plan that, by their terms, are payable only in
cash. Additional information regarding these plans is included
in Note 15 Stock-Based Compensation Plans in the Notes To
Consolidated Financial Statements in Item 8 of this Report.
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