PNC Bank 2013 Annual Report Download - page 248

Based on this assessment, management concluded that PNC
maintained effective internal control over financial reporting
as of December 31, 2013.
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited our consolidated financial
statements as of and for the year ended December 31, 2013
included in this Report, has also audited the effectiveness of
PNC’s internal control over financial reporting as of
December 31, 2013. The report of PricewaterhouseCoopers
LLP is included under Item 8 of this Report.
D
ISCLOSURE C ONTROLS AND
P ROCEDURES AND C HANGES IN I NTERNAL
C ONTROL OVER F INANCIAL R EPORTING
As of December 31, 2013, we performed an evaluation under
the supervision and with the participation of our management,
including the Chief Executive Officer and the Executive Vice
President and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and
procedures and of changes in our internal control over
financial reporting.
Based on that evaluation, our Chief Executive Officer and our
Executive Vice President and Chief Financial Officer
concluded that our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities and Exchange
Act of 1934, as amended) were effective as of December 31,
2013, and that there has been no change in PNC’s internal
control over financial reporting that occurred during the fourth
quarter of 2013 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
ITEM 9B – OTHER INFORMATION
None.
PART III
ITEM 10 – DIRECTORS , EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Certain of the information regarding our directors (or
nominees for director), executive officers and Audit
Committee (and Audit Committee financial experts), required
by this item is included under the captions “Election of
Directors (Item 1),” and “Corporate Governance – Board
committees – Audit Committee,” and “Director and Executive
Officer Relationships – Family relationships” in our Proxy
Statement to be filed for the 2014 annual meeting of
shareholders and is incorporated herein by reference.
Information regarding our compliance with Section 16(a) of
the Securities Exchange Act of 1934 is included under the
caption “Director and Executive Officer Relationships –
Section 16(a) beneficial ownership reporting compliance” in
our Proxy Statement to be filed for the 2014 annual meeting of
shareholders and is incorporated herein by reference.
Additional information regarding our executive officers and
our directors is included in Part I of this Report under the
captions “Executive Officers of the Registrant” and “Directors
of the Registrant.”
Certain information regarding our PNC Code of Business
Conduct and Ethics required by this item is included under the
caption “Corporate Governance – Our code of ethics” in our
Proxy Statement to be filed for the 2014 annual meeting of
shareholders and is incorporated herein by reference. Our
PNC Code of Business Conduct and Ethics is available on our
corporate website at www.pnc.com/corporategovernance. In
addition, any future amendments to, or waivers from, a
provision of the PNC Code of Business Conduct and Ethics
that applies to our directors or executive officers (including
our principal executive officer, principal financial officer, and
principal accounting officer or controller) will be posted at
this internet address.
ITEM 11 – EXECUTIVE COMPENSATION
The information required by this item is included under the
captions “Corporate Governance – Board committees –
Personnel and Compensation Committee – Compensation
committee interlocks and insider participation,” “Director
Compensation,” “Compensation Discussion and Analysis,”
“Compensation Committee Report,” “Compensation and
Risk,” “Compensation Tables,” and “Change in Control and
Termination of Employment” in our Proxy Statement to be
filed for the 2014 annual meeting of shareholders and is
incorporated herein by reference. In accordance with
Item 407(e)(5) of Regulation S-K, the information set forth
under the caption “Compensation Committee Report” in such
Proxy Statement will be deemed to be furnished in this Report
and will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act as a
result of furnishing the disclosure in this manner.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item regarding security
ownership of certain beneficial owners and management is
included under the caption “Security Ownership of Directors
and Executive Officers” in our Proxy Statement to be filed for
the 2014 annual meeting of shareholders and is incorporated
herein by reference.
230 The PNC Financial Services Group, Inc. – Form 10-K