TCF Bank 2004 Annual Report Download - page 49

2004 Annual Report 47
On July 30, 2002, the Sarbanes-Oxley Act of 2002 (“the Act”) was
signed into law by the President of the United States. The Act provides
for sweeping changes dealing with corporate governance, account-
ing practices and disclosure requirements for public companies, and
also for their directors and officers. Section 302 of the Act, entitled
“Corporate Responsibility for Financial Reports,” required the SEC to
adopt rules to implement certain requirements noted in the Act and
it did so effective August 29, 2002. The new rules require a company’s
chief executive and chief financial officers to certify the financial
and other information included in the company’s quarterly and
annual reports. The rules also require these officers to certify that
they are responsible for establishing, maintaining and regularly
evaluating the effectiveness of the company’s disclosure controls
and procedures; that they have made certain disclosures to the
auditors and to the audit committee of the board of directors
about the company’s controls and procedures; and that they have
included information in their quarterly and annual filings about
their evaluation and whether there have been significant changes
in disclosure controls or internal controls over financial reporting
during the most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, internal control over
financial reporting. TCF has filed Chief Executive Officer and Chief
Financial Officer certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 as Exhibit 31 to its 2004 Form 10-K.
TCF has also furnished as an exhibit to Form 10-K certificates
called for under Section 906 of the Act.
On June 5, 2003, the SEC published its final rules on Section 404
of the Act, requiring public companies to complete an annual assess-
ment of the effectiveness of internal control over financial reporting.
The rules are effective in 2004 and a management report is included
in this 2004 Annual Report describing management’s responsibility
for establishing and maintaining adequate internal control over
financial reporting and its assessment of the effectiveness of such
controls as of year-end. The Company’s independent auditors also
completed an attestation report on management’s assessment.
In September 2002, the SEC issued its final ruling covering the
acceleration of periodic report filing dates. The rule, as amended in
November 2004, applies to certain companies, including TCF, and will
reduce the annual report filing deadline from 90 days after year-end
to 60 days after year-end for TCF’s 2005 Annual Report. The quarterly
report on Form 10-Q will also be accelerated from 45 days after
quarter-end to 35 days after quarter-end for the quarterly Form 10-Q
filings in 2006. TCF has taken steps to modify its financial reporting
process to meet these accelerated filing deadlines.
Pursuant to Section 303A.12 of the New York Stock Exchange (NYSE)
Listed Company Manual, TCF’s Chief Executive Officer submitted a
certification to the NYSE on May 18, 2004 indicating that he was not
aware of any violation by TCF of the NYSE’s Corporate Governance
listing standards.
Forward-Looking Information
This Annual Report and other reports issued by the Company, including
reports filed with the SEC, may contain “forward-looking” statements
that deal with future results, plans or performance. In addition, TCF’s
management may make such statements orally to the media, or to
securities analysts, investors or others. Forward-looking statements
deal with matters that do not relate strictly to historical facts. TCF’s
future results may differ materially from historical performance and
forward-looking statements about TCF’s expected financial results
or other plans are subject to a number of risks and uncertainties.
These include but are not limited to possible legislative changes and
adverse economic, business and competitive developments such as
shrinking interest margins; deposit outflows; ability to increase the
number of checking accounts and the possibility that deposit account
losses (fraudulent checks, etc.) may increase; reduced demand for
financial services and loan and lease products; adverse developments
affecting TCF’s supermarket banking relationships or any of the
supermarket chains in which TCF maintains supermarket branches;
changes in accounting policies and guidelines, or monetary, fiscal
or tax policies of the federal or state governments; changes in credit
and other risks posed by TCF’s loan, lease and investment portfolios,
including declines in commercial or residential real estate values or
a bankruptcy filing by Delta Airlines, the lessee under a leveraged
lease in which TCF holds an equity interest; denial of insurance
coverage for claims made by TCF; technological, computer-related
or operational difficulties; adverse changes in securities markets;
the risk that TCF could be unable to effectively manage the volatility
of its mortgage servicing portfolio, which could adversely affect
earnings; and results of litigation or other significant uncertainties.
Investors should consult TCF’s Annual Report to Shareholders and
reports on Forms 10-K, 10-Q and 8-K for additional important
information about the Company.
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 Officer, Chief Financial Officer (Principal
Financial Officer) and Controller and Assistant Treasurer (Principal
Accounting Officer), of the effectiveness of the design and operation
of the Company’s disclosure controls and procedures pursuant to
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, 2004. Also, there were no significant changes in
the Company’s disclosure controls or internal controls over financial
reporting during 2004. See “Management’s Report on Internal
Control Over Financial Reporting.”