PNC » Topics » Our Corporate Governance Guidelines

This excerpt taken from the PNC DEF 14A filed Mar 19, 2009.

Our Corporate Governance Guidelines

 

Our Board has adopted Corporate Governance Guidelines to address key governance principles, including:

 

   

Director qualification standards.

 

   

Director access to management and independent advisors.

 

   

Director compensation.

 

   

Director orientation and continuing education.

 

   

Management succession.

 

   

Annual Board performance evaluations.

 

We post these corporate governance guidelines, which are annually reviewed and reassessed by the Nominating and Governance Committee, at www.pnc.com/corporategovernance. Any shareholder may also request a free print copy by writing to our Corporate Secretary at the address given on page 7.

 

This excerpt taken from the PNC DEF 14A filed Mar 28, 2008.

Our Corporate Governance Guidelines

 

Our Board has adopted Corporate Governance Guidelines to address key governance principles, including:

 

   

Director qualification standards.

 

   

Director access to management and independent advisors.

 

   

Director compensation.

 

   

Director orientation and continuing education.

 

   

Management succession.

 

   

Annual Board performance evaluations.

 

The guidelines also describe our resignation policy if a director doesn’t receive a majority of votes in favor of election. In an uncontested election of directors, any director nominee who receives a greater number of votes “withheld” than votes “for” his or her election will promptly tender a resignation to the Board’s Chairman. The Nominating and Governance Committee will promptly

 

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consider the resignation offer and will recommend to the full Board whether to accept it. Our Board will act on this recommendation no later than 90 days after the date of the election results.

 

We post these corporate governance guidelines, which are annually reviewed and reassessed by the Nominating and Governance Committee, on the corporate governance section of www.pnc.com (“About PNC—Investor Relations”). Any shareholder may also request a free print copy by writing to our Corporate Secretary at the address given on page 10.

 

This excerpt taken from the PNC DEF 14A filed Mar 23, 2007.

Our Corporate Governance Guidelines

 

Our Board has adopted Corporate Governance Guidelines that address these key corporate governance subjects, among others:

 

   

director qualification standards;

 

   

director access to management and independent advisors;

 

   

director compensation;

 

   

director orientation and continuing education;

 

   

management succession; and

 

   

an annual performance evaluation of the Board.

 

The Corporate Governance Guidelines also provide that in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation to the Chairman of the Board of Directors. The Nominating and Governance Committee will promptly consider the nominee’s resignation and will recommend to the full Board whether to accept or reject it. The Board will act on the Nominating and Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting when the election occurred. PNC’s Corporate Governance Guidelines are posted on the corporate governance section of the “About PNC—Investor Relations”

 

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page of our corporate website at www.pnc.com and are available in print to any shareholder who requests a copy by writing to our Corporate Secretary at the address given on page 14.

 

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