SunTrust 2011 Annual Report Download - page 218
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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, under the supervision and 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, 2011. 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 is recorded, processed, summarized, and reported within
the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the
Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures were effective, as of December 31, 2011. However, the Company believes that a controls system, no
matter how well designed and operated, cannot provide absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
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. GAAP.
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, 2011. 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, 2011, the Company’s internal control
over financial reporting is effective.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements as of
and for the year ended December 31, 2011, has issued a report on the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2011. The report of Ernst & Young LLP is included under Item 8 of this Annual Report on Form 10-
K.
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, 2011. 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 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
Item 9B. OTHER INFORMATION
On December 22, 2011, the Compensation Committee of the Company's Board of Directors amended each employee incentive
plan to include expanded recoupment provisions effective January 1, 2012. These provisions give the Committee the ability to
clawback compensation in its discretion in the event of any miscalculation of a financial metric (if any) upon which the award
was based, certain detrimental conduct committed by a participant, and, in equity incentive awards, in the event of certain Company
losses. The amended forms of the Annual Incentive Plan and award agreements under the SunTrust Banks 2009 Stock Plan are
filed as Exhibits 10.1 and 10.26-10.30, respectively.