PNC Bank 2015 Annual Report Download - page 240

ITEM 9 – CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A – CONTROLS AND PROCEDURES
M
ANAGEMENT ’ S R EPORT ON I NTERNAL
C ONTROL OVER F INANCIAL R EPORTING
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,
President 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, 2015. This assessment was based on criteria for
effective internal control over financial reporting described in
Internal Control-Integrated Framework (2013) 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, 2015.
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited our consolidated financial
statements as of and for the year ended December 31, 2015
included in this Report, has also audited the effectiveness of
PNC’s internal control over financial reporting as of
December 31, 2015. The report of PricewaterhouseCoopers
LLP is included under Item 8 of this Report.
D ISCLOSURE C ONTROLS AND P ROCEDURES AND
C HANGES IN I NTERNAL C ONTROL OVER
F INANCIAL R EPORTING
As of December 31, 2015, we performed an evaluation under
the supervision and with the participation of our management,
including the Chairman, President 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, President 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, 2015, and that there has been no change in
PNC’s internal control over financial reporting that occurred
during the fourth quarter of 2015 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,” in our Proxy Statement to be
filed for the 2016 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.”
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 2016
annual meeting of shareholders and is incorporated herein by
reference.
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 2016 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
that applies to our directors or executive officers (including
our principal executive officer, principal financial officer, and
principal accounting officer or controller) will be posted at
this internet address.
222 The PNC Financial Services Group, Inc. – Form 10-K