PNC Bank 2011 Annual Report Download - page 221

ITEM 9– CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
(a) None.
(b) None.
ITEM 9A – CONTROLS AND PROCEDURES
(a) Management’s Report on Internal Control over
Financial Reporting
The management of The PNC Financial Services Group,
Inc. and subsidiaries (PNC) is responsible for
establishing and maintaining adequate internal control
over financial reporting, as such term is defined in the
Exchange Act Rule 13a-15(f).
Because of inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
We performed an evaluation under the supervision and
with the participation of our management, including the
Chairman and Chief Executive Officer and the Executive
Vice President and Chief Financial Officer, of the
effectiveness of PNC’s internal control over financial
reporting as of December 31, 2011. 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 concluded that
PNC maintained effective internal control over financial
reporting as of December 31, 2011.
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited our consolidated
financial statements as of and for the year ended
December 31, 2011 included in this Report, has also
audited the effectiveness of PNC’s internal control over
financial reporting as of December 31, 2011. The report
of PricewaterhouseCoopers LLP is included under Item 8
of this Annual Report on Form 10-K.
(b) Disclosure Controls and Procedures and Changes in
Internal Control over Financial Reporting
As of December 31, 2011, we performed an evaluation
under the supervision and with the participation of our
management, including the Chairman and Chief
Executive Officer and the Executive Vice President and
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, 2011, and
that there has been no change in PNC’s internal control
over financial reporting that occurred during the fourth
quarter of 2011 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 “Election of
Directors (Item 1),” and “Corporate Governance – Board
committees – Audit Committee,” and “Director and Executive
Officer Relationships – Family relationships” in our Proxy
Statement to be filed for the 2012 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 2012 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.”
Certain information regarding our PNC Code of Business
Conduct and Ethics required by this item is included under the
caption “Corporate Governance – Our code of ethics” in our
Proxy Statement to be filed for the 2012 annual meeting of
shareholders and is incorporated herein by reference. 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
212 The PNC Financial Services Group, Inc. – Form 10-K