This excerpt taken from the PNC DEF 14A filed Mar 28, 2008.
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008
Our Boards Audit Committee is composed entirely of directors who are independent as defined in the NYSEs corporate governance rules. Among other things, the Board has also determined that each committee member is financially literate and possesses accounting or related financial management expertise. The Board made these determinations in its business judgment, based on its interpretation of the NYSEs requirements for committee members.
Under the Audit Committees charter, the committee is responsible for selecting PNCs independent auditors pursuant to a well-organized process. The committee evaluates and monitors the auditors qualifications, performance and independence. This responsibility includes a review and evaluation of the lead audit partner. The committee also listens to the opinions of our General Auditor, who supervises the internal audit function, and other members of our management.
You can learn more about the committees responsibilities with respect to the independent auditors in the committees charter, which is posted on the corporate governance section of the About PNCInvestor Relations page of our corporate website at www.pnc.com.
On February 14, 2008, the Audit Committee presented its conclusions regarding the independent auditors to our Board of Directors. Following this presentation, the Board voted unanimously to
recommend that shareholders vote to ratify the Audit Committees selection of PricewaterhouseCoopers LLP as PNCs independent registered public accounting firm for 2008.
The Audit Committee and Board have adopted a policy that if a majority of the votes cast at the annual meeting is against ratification, the committee will reconsider its selection of PricewaterhouseCoopers LLP. The committee will be under no obligation, however, to select new independent auditors. If the committee does select new independent auditors for 2008, we will not seek shareholder ratification of the committees new selection.