TCF Bank 2011 Annual Report Download - page 125

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Item 9B. Other Information
None.
Part III
Item 10. Directors, Executive
Officers and Corporate Governance
Information regarding directors and executive officers of TCF
is set forth in the following sections of TCF’s definitive Proxy
Statement for the 2012 Annual Meeting of Stockholders to
be held on April 25, 2012 (the “2012 Proxy Statement”) and
incorporated herein by reference: “Proposal 1: Election of
Directors”; “Section 16(a) Beneficial Ownership Reporting
Compliance” and “Background of Executive Officers Who
are Not Directors.”
Information regarding procedures for nominations of
Directors is set forth in the sections entitled “Proposal 1:
Election of Directors: Corporate Governance – Director
Nominations” and Additional Information in TCF’s 2012
Proxy Statement and is incorporated herein by reference.
Audit Committee and Financial Expert
Information regarding TCF’s separately standing Audit
Committee, its members and financial experts is set
forth in the 2012 Proxy Statement under “Proposal 1:
Election of Directors: Background of the Nominees” and
“Corporate Governance: Board Committees, Committee
Memberships, and Meetings in 2011” and is incorporated
herein by reference.
TCF’s Board of Directors is required to determine
whether it has at least one Audit Committee Financial
Expert and that the Audit Committee Financial Expert is
independent. An Audit Committee Financial Expert is a
committee member who has an understanding of generally
accepted accounting principles and financial statements
and has the ability to assess the general application
of these principles in connection with the accounting
for estimates, accruals and reserves. Additionally, this
individual should have experience preparing, auditing,
analyzing or evaluating financial statements that present
the breadth and level of complexity of accounting
issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to
be raised by TCF’s Financial Statements, or experience
actively supervising one or more persons engaged in such
activities. The member should also have an understanding
of internal control over financial reporting as well as an
understanding of audit committee functions.
The Board has determined that Gerald A. Schwalbach,
the Audit Committee Chairman, Thomas A. Cusick,
George G. Johnson, Vance K. Opperman and Richard A. Zona,
meet the requirements of Audit Committee Financial Expert.
The Board has also determined that Messrs. Schwalbach,
Cusick, Johnson, Opperman and Zona are independent.
Code of Ethics for Senior Financial Management
TCF has adopted a Code of Ethics applicable to the Principal
Executive Officer (“PEO”), Principal Financial Officer
(“PFO”) and Principal Accounting Officer (“PAO”) (the
“Senior Financial Management Code of Ethics”) as well as a
code of ethics generally applicable to all officers (including
the PEO, PFO and PAO), directors and employees of TCF
(the “Code of Ethics”). The Code of Ethics and Senior
Financial Management Code of Ethics are both available
for review at TCF’s website at www.tcfbank.com by clicking
on “Investor Relations,” then “Corporate Governance”
and then “Code of Ethics” and “Code of Ethics for Senior
Financial Management,” respectively. Any changes to the
Code of Ethics or Senior Financial Management Code of
Ethics will be posted on this site, and any waivers granted
to or violations by the PEO, PFO and PAO of the Code of
Ethics or Senior Financial Management Code of Ethics will
also be posted on this site.
Item 11. Executive Compensation
Information regarding compensation of directors and
executive officers of TCF is set forth in the 2012 Proxy
Statement under “Proposal 1: Election of Directors: Board
Committees, Committee Memberships and Meetings in
2011: Compensation Committee Interlocks and Insider
Participation”; “Proposal 1: Compensation of Directors”;
“Compensation Discussion and Analysis”; “Compensation
Committee Report”; “Summary Compensation Table”;
“Grants of Plan-Based Awards in 2011”; “Outstanding
Equity Awards at December 31, 2011”; “Option Exercises
and Stock Vested in 2011”; “Pension Benefits in 2011”;
“Nonqualified Deferred Compensation in 2011” and
“Potential Payments Upon Termination or Change in
Control” and is incorporated herein by reference.
1072011 Form 10-K