TCF Bank 2010 Annual Report Download - page 115

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2010 Form 10-K
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 for the 2011 Annual Meeting of
Stockholders to be held on April 27, 2011 (the “2011 Proxy
Statement”): and incorporated herein by reference:
Election of Directors: Background of the Nominees;
Section 16(a) Beneficial Ownership Reporting Compliance
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 2011 Proxy Statement 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 2011 Proxy Statement entitled Election
of Directors: Background of the Nominees and Election of
Directors: Board Committees, Committee Memberships, and
Meetings in 2010 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 application 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 that are generally
comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by TCF’s Financial
Statements, or experience actively supervising one or
more persons engaged in such activities. 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
Vance K. Opperman meet the requirements of audit com-
mittee financial experts. The Board has also determined
that Mr. Schwalbach, Mr. Johnson and Mr. Opperman
are independent. Additional information regarding
Mr. Schwalbach, Mr. Johnson and Mr. Opperman, and other
directors is set forth in the section Election of Directors:
Background of the Nominees in TCF’s 2011 Proxy Statement
and is incorporated herein by reference.
Code of Ethics for Senior Financial Management
TCF has adopted a Code of Ethics applicable to the Principal
Executive Officer (“PEO”), Principal Financial Officer (“PFO”)
and Principal Accounting Officer (“PAO”) (the “Senior
Financial Management Code of Ethics”) as well as a code of
ethics generally applicable to all officers (including the PEO,
PFO and PAO), directors and employees of TCF (the “Code of
Ethics”). The Code of Ethics and Senior Financial Management
Code of Ethics are both available for review at TCF’s website
at www.tcfbank.com by clicking on “Investor Relations” and
then “Corporate Governance”. Any changes to the Code of
Ethics or Senior Financial Management Code of Ethics will be
posted on this site, and any waivers granted to or violations
by the PEO, PFO and PAO of the Code of Ethics or Senior Financial
Management Code of Ethics will also be posted on this site.
Part III