TCF Bank 2012 Annual Report Download - page 127

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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 2013 Annual Meeting of Stockholders
to be held on April 24, 2013 (the “2013 Proxy”), and is
incorporated herein by reference: 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 following sections of TCF’s
2013 Proxy, and is incorporated herein by reference:
Corporate Governance — Director Nominations and
Additional Information.
Audit Committee and Financial Expert
Information regarding TCF’s Audit Committee, its members
and financial experts is set forth in the following sections
of TCF’s 2013 Proxy, and is incorporated herein by reference:
Election of Directors — Background of the Nominees,
Corporate Governance — Board Committees, Committee
Memberships, and Meetings in 2012 and Corporate
Governance – Audit Committee.
TCF’s Board of Directors is required to determine
whether it has at least one Audit Committee Financial
Expert and that the 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 experts.
The Board has also determined that Mr. Schwalbach,
Mr. Cusick, Ms. Grandstrand, Mr. Johnson, Mr. Opperman
and Mr. Zona are independent. Additional information
regarding Mr. Schwalbach, Mr. Cusick, Ms. Grandstrand,
Mr. Johnson, Mr. Opperman and Mr. Zona, and other
directors is set forth in the section Election of Directors
— Background of the Nominees in TCF’s 2013 Proxy and is
incorporated herein by reference.
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 “About TCF” and then “Learn More” under the heading
“About TCF Corporate Governance.” 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 following
sections of TCF’s 2013 Proxy, and is incorporated herein
by reference: Director Compensation; Compensation
Discussion and Analysis; Compensation Committee
Report; Executive Compensation and Corporate
Governance – Compensation/Nominating/Corporate
Governance Committee – Compensation Committee
Interlocks and Insider Participation.
{ 2012 Form 10K } { 111 }