SunTrust 2006 Annual Report Download - page 145

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December 31, 2006. Based upon that evaluation, Management has determined that there have been no
changes to the Company’s internal control over financial reporting that occurred since the beginning of
the Company’s fourth quarter of 2006 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
CEO and CFO Certifications
The Company’s Chief Executive Officer and Chief Financial Officer have filed with the Securities and
Exchange Commission the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 as
Exhibits 31.1 and 31.2 to the Company’s 2006 Form 10-K. In addition, on May 9, 2006 the Company’s
Chief Executive Officer certified to the New York Stock Exchange that he was not aware of any
violation by the Company of the NYSE corporate governance listing standards as in effect on May 9,
2006. The foregoing certification was unqualified.
Item 9B. Other Information
Not applicable.
Part III
Item 10. Directors and Executive Officers of the Registrant
The information at the captions “Nominees for Directorship,” “Nominees for Terms Expiring in 2010,”
“Nominee for Term Expiring in 2009,” “Directors Whose Terms Expire in 2009,” “Directors Whose
Terms in Expire in 2008,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting
Compliance,” “Corporate Governance,” and “Board Committees – Name of Committee and Members –
Audit” in the Registrant’s definitive proxy statement for its annual meeting of shareholders to be held on
April 17, 2007 and to be filed with the Commission is incorporated by reference into this Item 10.
Item 11. Executive Compensation
The information at the captions “Executive Compensation” (“Compensation Discussion and Analysis,”
“Summary of Cash and Certain Other Compensation and Other Payments to the Named Executive
Officers,” “Summary Compensation Table,” “Grants and Plan-Based Awards,” “Option Exercises and
Stock Vested,” “Outstanding Equity Awards at Fiscal Year-end,” “Pension Benefits,” “Nonqualified
Deferred Compensation,” “Potential Payments Upon Termination of Change in Control”),“Report of the
Compensation Committee on the Compensation Discussion and Analysis,” and “Compensation
Committee Interlocks and Insider Participation” in the Registrant’s definitive proxy statement for its
annual meeting of shareholders to be held on April 17, 2007 and to be filed with the Commission is
incorporated by reference into this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholders Matters
The information at the captions “Equity Compensation Plans,” “Stock Ownership of Certain
Persons”—“Stock Ownership of Directors” and “Management and Stock Ownership of Principal
Shareholder” in the Registrant’s definitive proxy statement for its annual meeting of shareholders to be
held on April 17, 2007 and to be filed with the Commission is incorporated by reference into this
Item 12.
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