TCF Bank 2005 Annual Report Download - page 92

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72 TCF Financial Corporation and Subsidiaries
Management is responsible for establishing and maintaining ade-
quate internal control over financial reporting for TCF Financial
Corporation. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles.
Internal control over financial reporting includes those policies
and procedures that pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company; provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expendi-
tures 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
financial statements.
Management completed an assessment of TCF’s internal control
over financial reporting as of December 31, 2005. This assessment
was based on criteria for evaluating internal control over financial
reporting established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, TCF’s internal control over
financial reporting was effective as of December 31, 2005.
KPMG LLP, TCF’s registered public accounting firm that audited
the consolidated financial statements included in this annual
report, has issued an unqualified attestation report on manage-
ment’s assessment of the Company’s internal control over
financial reporting.
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 benefits 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 control.
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.
/s/ Lynn A. Nagorske
Lynn A. Nagorske
Chief Executive Officer and Director
/s/ Neil W. Brown
Neil W. Brown
President and Chief Financial Officer
/s/ David M. Stautz
David M. Stautz
Senior Vice President, Controller and Assistant Treasurer
February 16, 2006
Management’s Report on Internal Control over Financial Reporting
Item 9. Changes in
and Disagreements with
Accountants on Accounting
and Financial Disclosure
None.
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 Officer, the Company’s
Chief Financial Officer (Principal Financial Officer) and its
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 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, 2005. Also, there were no significant changes
in the Company’s disclosure controls or internal controls over
financial reporting during 2005.