TCF Bank 2015 Annual Report Download - page 127

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Item 9B. Other Information
None.
Part III
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 2016 Annual Meeting of Stockholders to be held on April 27, 2016 (the "2016 Proxy") and is
incorporated herein by reference: Election of Directors; Background of Executive Officers Who Are Not Directors; and
Section 16(a) Beneficial Ownership Reporting Compliance.
Information regarding procedures for nominations of Directors is set forth in the following sections of TCF's 2016 Proxy
and is incorporated herein by reference: Corporate Governance - Director Nominations; and Additional Information.
Audit Committee and Financial Expert
Information regarding TCF's Audit Committee, its members and financial experts is set forth in the following sections
of TCF's 2016 Proxy and is incorporated herein by reference: Election of Directors - Background of the Nominees;
Corporate Governance - Board Committees, Committee Memberships, and Meetings in 2015; and Corporate
Governance - Audit Committee.
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 all members of the Audit Committee, including Thomas A. Cusick, Karen L. Grandstrand,
George G. Johnson, Richard H. King, Vance K. Opperman, Roger J. Sit and Richard A. Zona, are independent and
that Messrs. Cusick, Johnson, Opperman and Zona each meets the requirements of audit committee financial experts.
Additional information regarding Ms. Grandstrand, Mr. Johnson, Mr. King, Mr. Opperman, Mr. Sit and Mr. Zona and
the other directors is set forth in the section Election of Directors - Background of the Nominees in TCF's 2016 Proxy
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 "About TCF" and then "Learn More" under the heading
"Corporate Governance" and then either "Code of Ethics Policy" or "Code of Ethics for Senior Financial Management,"
respectively. Any changes to the Code of Ethics or the 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.