TCF FINANCIAL CORPORATION
CORPORATE GOVERNANCE GUIDELINES
Qualifications - Board members are
selected based on their character, judgment, business experience and
acumen, and must be legally eligible and not subject to disqualification
under New York Stock Exchange ("NYSE"), Securities and Exchange
Commission ("SEC"), or Comptroller of the Currency
("OCC") or Federal Reserve Board ("FRB") requirements.
Size of the Board
- The number of
Board members is established from time to time by the Board, not to exceed
the number specified (currently 25) in the Articles of Incorporation, as
they shall be amended from time to time.
A Majority of the
Board of Directors Must be Independent - The Board will determine whether each
director is considered independent for purposes of this requirement.
"Independent" means that a director has no outstanding material
relationship with TCF, which includes all TCF affiliated companies. A
material relationship is a relationship that the Board determines, after a
consideration of all relevant facts and circumstances, compromises the
director's independence from management. The Board will consider the issue
not merely from the standpoint of the director, but also from that of persons
or organizations with which the director has an affiliation. A material
relationship can include commercial, industrial, banking, consulting,
legal, accounting, charitable and familial relationships, among others. The
Board's determination of independence will be consistent with all
applicable requirements of the NYSE, SEC, FRB and OCC and any other
applicable legal requirements. The Board may adopt specific standards or
guidelines for independence in its discretion from time to time, consistent
with those requirements.
Directors Who are
Not Independent ("NYSE Automatic Disqualifiers")
A director is automatically deemed to be non-independent if the director
has any one of the following relationships with TCF:
- The director is or has been
within the last three years an employee of TCF, or a member of the
director's immediate family is or has been within the last three years
an executive officer of TCF;
- The director has received,
or a member of the director's immediate family has received, more than
$120,000 during any twelve-month period within the last three years in
direct compensation (not including dividends) from TCF, other than
director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not
contingent in any way on continued service);
- The director is a current
partner or employee, or a member of the director's immediate family is
a current partner, of TCF's internal or external audit firm; a member
of the director's immediate family is an employee of TCF's internal or
external audit firm and personally works on TCF audit; or the director
or a member of the director's immediate family was within the last
three years a partner or employee of TCF's internal or external audit
firm and personally worked on TCF's audit within that time;
- The director or a member of
the director's immediate family is or has been within the last three
years employed as an executive officer of another company where any
present TCF executive officers at the same time serve or served on
that company's compensation committee; or
- The director is a current
employee, or a member of the director's immediate family is a current
executive officer, of a company that has made payments to, or received
payments from, TCF for property or services in an amount which, in any
of the last three fiscal years, exceeds the greater of $1 million, or
2% of such other company's consolidated gross revenues. For the
purpose of loans from TCF, "payments to" TCF equal interest
Independence for Directors Who Do Not Have Automatically Disqualifying
Relationships. The Board of
Directors has adopted the following categorical standards for determining
whether a Director has a material relationship with TCF:
- Regulation O-Approved
Commercial Loans from TCF Bank to a Director's Business. Loans, leases and other extensions of credit from
TCF Bank or a subsidiary to a Director's company are not material if
they are not automatically disqualifying under NYSE rules, are subject
to approval under Regulation O of the Federal Reserve Board (or are
for an amount less than that requiring approval under Regulation O),
and TCF has not classified them as being in default.
- Transactions or Relationships
Beneath Certain Thresholds and Not
Transactions or relationships between TCF and a Director and/or the
Director's related business or immediate family members are not
material if they are not automatically disqualifying under NYSE rules,
and the transaction (including employment) amounts are not in excess
of $120,000 in a calendar year.
- Retail Banking
Relationships: Home Mortgages, Consumer Loans and Retail Deposit
Accounts. Home mortgages, consumer
loans and retail deposit accounts at TCF for a Director or immediate
family members of the Director are not material if they are not
automatically disqualifying under NYSE rules and are on ordinary
retail consumer terms and conditions.
- Stockholder Ownership under
10%; Limited Partnerships; Service as Executive Officer. A Director's ownership of less than 10% equity
interest in a company, or a limited partnership interest in a company,
is not sufficient to cause the company to be considered as an indirect
interest of the Director for purposes of determining material business
relationships between the Director and TCF. However, a Director's
service as executive officer of a company is sufficient to cause the
company to be considered as in indirect interest of the Director for
purposes of determining material business relationships between the
Director and TCF, even if the Director has ownership of less than 10%
equity interest in a company.
Members - Additional Independence Requirements - In addition to the independence
requirements under subparagraph 3 above, all Audit Committee members will
meet any additional requirements for Audit Committee membership established
by the NYSE, SEC, OCC or FRB (including requirements of the Federal Deposit
Insurance Corporation Improvement Act ("FDICIA")) and any other
applicable legal requirements. The Board may adopt specific standards or
guidelines for Audit Committee independence in its discretion from time to
time, consistent with those requirements.
Governance Committee Members - Additional Independence Requirements - In addition to the independence
requirements above, all Compensation/Nominating/Corporate Governance
Committee members will meet any additional requirements for Compensation
Committee or Director Nominating Committee membership established by the
NYSE, SEC, OCC or FRB and any other applicable legal requirements, and will
meet all membership requirements set forth in the Committee Charter
attached hereto as Appendix B. A subcommittee of this Committee comprised
of at least two members of this Committee will qualify as independent for
purposes of Internal Revenue Code Section 162(m) and SEC Rule 16b-3. The
Board may adopt specific standards or guidelines for Committee independence
in its discretion from time to time, consistent with applicable legal
requirements for independence.
- Directors are
considered to be retired from the Board upon any voluntary termination of
Board service after age 68. Outside Directors should tender their
resignation upon any change in their professional status, such as
retirement, or termination of other principal occupation or business
association. If a Director has a loan with TCF, and there is an event of
default, the Director must tender his or her resignation. Otherwise, there
are no tenure or retirement limits/requirements.
Inside Directors -
should tender their resignation upon any termination of employment and are
required to do so if their employment with TCF is involuntarily terminated.
Succession - Upon any Board vacancy the Board has
authority to elect a replacement, to reduce the number of directors, or to
take such other action as authorized by the Articles and Bylaws.
In General - The Board is responsible for the general
direction and supervision of management of the company. The Board
undertakes the duties set forth in the Articles and Bylaws and in the
Committee Charters, all as adopted and amended from time to time. Pursuant
to these undertakings, the Board's activities and Committee activities
include the following from time to time: review and approve the Company's
mission and strategies; select and evaluate the Chief Executive Officer
("CEO") and establish executive compensation; approve major
transactions that are beyond the authority of corporate executive
management; and monitor the following: (a) the Company's compliance with
legal requirements and ethical standards, (b) the performance of the
Company in relation to its mission, strategies, financial and non-financial
objectives, and competitors; (c) the performance and effectiveness of the
CEO and Management, and (d) the Company's financial reporting processes and
Meetings - Board members are expected to attend
regularly scheduled meetings and special meetings. Directors receive
materials in advance of board meetings and are expected to review them
prior to the meeting. The Chairman of the Board establishes the Board
agenda for Board meetings. Agenda items include those items necessary for
corporate governance and for operational oversight such as strategic plans
and budgets. Committee responsibilities are identified in their Charters,
and reports and minutes of Committee meetings are given to the full Board,
which acts on their recommendations, as appropriate.
Director Access to
Management and Independent Advisors
Management - Directors may and are encouraged to
contact any member of management, any time, and about any matter, without
prior or subsequent notice or permission from the Chief Executive Officer
or other executive officer.
Advisors - Independent
Directors, acting as a group by majority vote taken with or without
management and non-independent directors present, as they deem appropriate,
may retain any independent advisor they deem necessary to carry out their
duties, and TCF will be responsible for the expenses of any advisor so
Independent Director Meetings
Directors will meet separately in executive sessions on the same days as
and immediately after the regularly scheduled meetings of the Board. At
each executive session a presiding director will be elected to serve as
such. Minutes will be kept of each such meeting as determined by the Board,
which shall be retained by a designated director.
The Board may
establish such Committees as it deems appropriate from time to time, as
authorized by the Bylaws.
The form and
amount of compensation of Directors will be guided by the following
- What is customary for
- The amount of time required
to fulfill the duties of a Director.
- The risks and duties
assumed by a Director.
and Continuing Education
Directors will receive an orientation briefing from the Corporate
Secretary/General Counsel covering the Company's organizational and
governance documents and other related matters.
Directors will receive a briefing from the Corporate Secretary/General
- Director duties
- New developments and best
practices in corporate governance.
Evaluation and Succession
General - The Compensation/Nominating/Corporate
Governance Committee shall perform such evaluations and duties relative to
management evaluation and succession as are provided in the Committee's
Charter, attached hereto as Appendix
Succession/CEO - In the event the
CEO's position becomes vacant due to an emergency, the Board will meet on
an emergency basis to fill the position.
Evaluation of the Board
The Board will
evaluate its own performance once a year to determine the Board's
effectiveness in (1) ensuring the company's progress in achieving financial
goals, (2) supervisory management, (3) reviewing and appraising strategic
goals and strategies, (4) reviewing significant corporate risks.
CEO Annual NYSE
Executive Officer and other TCF officers will certify to the NYSE annually,
or otherwise as required, TCF's compliance with the NYSE rules.
Communications with Directors
TCF has adopted a
separate Policy on Shareholder Communications with Directors. TCF's Board
of Directors, non-management directors, and independent directors designate
TCF's Corporate Secretary as their agent for receiving and processing all
letters on their behalf in accordance with NYSE Rule and the Policy on
Shareholder Communications with Directors.
should own a reasonable number of the company's shares.
plans and material revisions to such plans will be subject to shareholder
vote and approval as required by the NYSE, SEC, OCC, or FRB rules.
Articles, Bylaws and Committee Charters
The Articles and
Bylaws of the corporation and the following Committee Charters, as
currently adopted and as duly amended from time to time thereafter, are
hereby incorporated by reference in these Guidelines.
are subject to the provisions of the Articles and Bylaws and the Committee
Charters and are intended to be interpreted consistently with them. In the
case of determining director independence, these Guidelines are intended to
supplement them. In the event of any conflict between these Guidelines and
the Articles, Bylaws or Committee Charters, the Articles, Bylaws and
Committee Charters shall supercede and control.
A: Audit Committee Charter
B: Compensation/Nominating/Corporate Governance Committee Charter