TCF Bank 2009 Annual Report Download - page 96

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80 : TCF Financial Corporation and Subsidiaries
Item 9A. Controls and Procedures
The Company carried out an evaluation, under the supervision
and with the participation of the Company’s management,
including the Company’s Chief Executive Ofcer (Principal
Executive Ofcer), the Company’s Chief Financial Ofcer
(Principal Financial Ofcer) and its Controller and Assistant
Treasurer (Principal Accounting Ofcer), of the effectiveness
of the design and operation of the Company’s disclosure
controls and procedures pursuant to Exchange Act Rule
13a-15 under the Securities Exchange Act of 1934 (“Exchange
Act”). Based upon that evaluation, management concluded
that the Company’s disclosure controls and procedures are
effective, as of December 31, 2009. In October 2009, the
Company implemented a new commercial loan system.
The new system includes new operational and accounting
controls and procedures and was thoroughly tested and
reconciled as part of the development and conversion
process. There were no other signicant changes in the
Company’s disclosure controls or internal controls over
nancial reporting during the fourth quarter of 2009 that
have materially affected or are reasonably likely to materi-
ally affect TCF’s internal control over nancial reporting.
As part of the Company’s reorganization of its man-
agement structure and business segments, a review was
completed in the fourth quarter of 2009 of the nance and
accounting operation. Decisions were made to reorganize
and centralize the decentralized nance and accounting
operation related to its previous banking segments and
certain corporate support areas. This reorganization and
centralization is expected to take up to nine months and
will likely change the internal control structure, as well
as be more efcient. Management has a formal project in
place to control and monitor these transitional activities
until the new centralized functions are in place.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintain-
ing adequate internal control over nancial reporting for
TCF Financial Corporation (the Company). Internal control
over nancial reporting is a process designed to provide
reasonable assurance regarding the reliability of nancial
reporting and the preparation of nancial statements for
external purposes in accordance with generally accepted
accounting principles.
Internal control over nancial reporting includes those
policies and procedures that pertain to the maintenance
of records that in reasonable detail accurately and fairly
reect the transactions and dispositions of the assets of
the Company; provide reasonable assurance that transac-
tions are recorded as necessary to permit preparation of
nancial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the Company are only being made in accordance with
authorizations of management and directors of the
Company; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have
a material effect on the nancial statements.
Management completed an assessment of TCF’s internal
control over nancial reporting as of December 31, 2009.
This assessment was based on criteria for evaluating internal
control over nancial reporting established in Internal
Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that
TCF’s internal control over nancial reporting was effective
as of December 31, 2009.
KPMG LLP, TCF’s registered public accounting rm that
audited the consolidated nancial statements included in
this annual report, has issued an unqualied attestation
report on the effectiveness of the Company’s internal con-
trol over nancial reporting as of December 31, 2009.
Any control system, no matter how well conceived and
operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.
The design of a control system inherently has limitations, and
the benets of controls must be weighed against their costs.
Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people,
or by management override of the controls. Therefore, no
assessment of a cost-effective system of internal controls
can provide absolute assurance that all control issues and
instances of fraud, if any, will be detected.
William A. Cooper
Chairman and Chief Executive Ofcer
Thomas F. Jasper
Executive Vice President and Chief Financial Ofcer
David M. Stautz
Senior Vice President, Controller and Assistant Treasurer
February 16, 2010