TCF Bank 2007 Annual Report Download - page 99

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2007 Form 10-K | 79
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 5, 2008 and incorporated
herein by reference: Election of Directors: Background of
the Nominees and Other Directors; TCF Stock Ownership of
Directors, Officers and 5% Owners – Were All Stock Ownership
Reports Timely Filed by TCF Financial Insiders? and Background
of Executive Officers Who are Not Directors.
Information regarding procedures for nominations of
Directors is set forth in the section entitled Election of
Directors: Corporate Governance – Director Nominations and
Additional Information in TCF’s definitive Proxy Statement
dated March 5, 2008, and is incorporated herein by reference.
Audit Committee and Financial Expert
Information regarding TCF’s separately standing Audit
Committee, its members and financial experts is set forth in
the section of TCF’s definitive proxy statement for the 2008
Annual Meeting entitled Election of Directors: Background
of the Nominees and Other Directors – Committee
Membership and – Board Committee Memberships and
Meetings in 2007 and is 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
statements and has the ability to assess the general applica-
tion 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 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 audit
committee financial experts. 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 Election of Directors: Background of the
Nominees and Other Directors in TCF’s definitive Proxy
Statement dated March 5, 2008 and is incorporated herein
by reference.
Code of Ethics for Senior Financial Management
TCF adopted a code of ethics for senior financial manage-
ment 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 finan-
cial management will be posted to the Company’s website.
Part III