TCF Bank 2006 Annual Report Download - page 98

78 TCF Financial Corporation and Subsidiaries
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 dated March 7, 2007 and incorporated
herein by reference: Election of Directors: Background of
the Nominees and Other Directors; Were All Stock Ownership
Reports Timely Filed by TCF Financial Insiders? and Background
of Executives Who are Not Directors.
Information regarding procedures for nominations of
Directors is set forth in the section entitled About the
Meeting: What is TCF’s Policy on Stockholder Nominations?
in TCF’s definitive proxy statement dated March 7, 2007,
incorporated herein by reference.
Audit Committee and Financial Expert
Information regarding TCF’s separate standing Audit
Committee, its members and financial experts is set forth in
the section of TCF’s definitive proxy statement for the 2007
Annual Meeting entitled Election of Directors: Committee
Membership, 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 expert is independent. An audit committee financial
expert is a committee member who has an understanding of
generally accepted accounting principles and financial state-
ments and has the ability to assess the general application of
these principles in connection with the accounting for esti-
mates, 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 present in TCF’s
financial statements. 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, George G. Johnson and
Douglas A. Scovanner meet the requirements of an audit
committee financial expert. The Board has also determined
that Mr. Schwalbach, Mr. Johnson and Mr. Scovanner are inde-
pendent. Additional information regarding Mr. Schwalbach,
Mr. Johnson, Mr. Scovanner and other directors is set forth in
the section Background of the Nominees and Other Directors
of TCF’s definitive Proxy Statement dated March 7, 2007 and
incorporated herein by reference.
Code of Ethics for Senior Financial Management
TCF adopted a code of ethics for senior financial management
in March 2003. This code of ethics is available for review at
the Company’s website at www.tcfbank.com under the
“Corporate Governance” section. Any changes to or waivers
of violations of the code of ethics for senior financial
management will be posted to the Company’s website.
Information regarding the Code of Ethics is set forth in the
section of TCF’s definitive proxy statement dated March 7,
2007 entitled Election of Directors: Corporate Governance:
Code of Ethics, incorporated herein by reference.
Item 11. Executive Compensation
Information regarding compensation of directors and
executive officers of TCF is set forth in the following
sections of TCF’s definitive Proxy Statement dated March 7,
2007 and incorporated herein by reference: Compensation
of Directors, Compensation Discussion and Analysis, Com-
pensation Committee Report, Summary Compensation Table,
Grants of Plan Based Awards, Outstanding Equity Awards at
Fiscal Year End; Option Exercises and Stock Vested; Pension
Benefits; Nonqualified Deferred Compensation and Potential
Payments Upon Termination or Change in Control.
Part III