SunTrust 2009 Annual Report Download - page 175

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2009. The Company’s disclosure
controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported on a timely
basis.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2009,
that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting
information required to be disclosed by the Company, within the time periods specified in the SEC’s rules and forms, and
such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the
Company. The Company’s internal control over financial reporting is a process designed under the supervision of the
Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S.
generally accepted accounting principles.
Because of its 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.
Management has made a comprehensive review, evaluation, and assessment of the Company’s internal control over financial
reporting as of December 31, 2009. In making its assessment of internal control over financial reporting, management used
the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-
Integrated Framework. Based on that assessment, management concluded that, as of December 31, 2009, the Company’s
internal control over financial reporting is effective.
Changes in Internal Control over Financial Reporting
Management of the Company has evaluated, with the participation of the Company’s Chief Executive Officer and Chief
Financial Officer, changes in the Company’s internal control over financial reporting (as defined in rules 13a-15(f) and
15d-15(f) of the Exchange Act) during the quarter ended December 31, 2009. Based upon that evaluation, Management has
determined that there have been no changes to the Company’s internal control over financial reporting that occurred during
the Company’s fourth quarter of 2009 that have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
Amendments to Certain Compensation Plans. The Company made certain amendments to its compensation plans. The
following summary of those amendments is qualified in its entirety by reference to the full terms and provisions of those
plans, which are filed as exhibits to this report.
Effective January 1, 2010, the Company amended the MIP. The amendments added additional performance metrics upon
which incentive awards might be determined. These performance goals will be presented to shareholders at the 2010 Annual
Meeting for approval. In addition, the amendments made ministerial and other changes to conform the plan to our other
plans. The plan, as amended and restated, is filed as exhibit 10.1 to this report.
Effective January 1, 2010, the Company amended the SunTrust Banks, Inc. SERP, the Crestar SERP and the SunTrust
Banks, Inc. ERISA Excess Retirement Plan. The purpose of the amendments was to limit the dollar value of the 2010 Salary
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