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Audit Committee Charter

TCF FINANCIAL CORPORATION
BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER
Effective July 19, 2017


I. INTRODUCTION AND PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities by overseeing the Company's financial reporting and public disclosure activities. The Audit Committee's primary duties and responsibilities are to:

A. Assist Board oversight of (1) the integrity of the Company’s financial statements, and related disclosures, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) the performance of the Company’s independent auditors, and (5) the performance of the Company’s Risk Control Services (RCS) department and its responsibilities, and (6) the annual review and approval of the Internal Audit and Loan Review Plans, RCS Charter and RCS Methodology Manual; and

B. Prepare the Audit Committee report that Securities and Exchange Commission (SEC) rules require to be included in the Company’s annual proxy statement.

II. COMPOSITION
The members of the Audit Committee shall be elected by the Board. Unless a Chair is elected by the full Board, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership.

A. Independence
The Audit Committee shall be comprised of three or more Directors each of whom shall have been affirmatively determined by the Board to be independent Directors as defined by the SEC, the New York Stock Exchange (NYSE) and by the Federal Deposit Insurance Corporation (FDIC).

B. Financial Literacy and Expertise
Each member of the Audit Committee shall be financially literate, as such qualification is interpreted by the Company's Board of Directors in its business judgment. At least one member of the Audit Committee shall be an “Audit Committee Financial Expert” as defined by the SEC. (If the Company does not have an “Audit Committee Financial Expert” on the Audit Committee it shall disclose that fact and the reasons therefore). At least one member of the Audit Committee shall have accounting or related financial management expertise as defined by the NYSE.  At least two members of the Audit Committee shall have banking or related financial management expertise as defined by the FDIC. These determinations shall be made by the Board of Directors.

C. Other
Audit Committee members shall not simultaneously serve on the Audit Committees of more than two other public companies.

III. MEETINGS
The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate.

A majority of the Audit Committee members currently holding office constitutes a quorum for the transaction of business. The Audit Committee shall take action by the affirmative vote of a majority of the Audit Committee members present at a duly held meeting.

The Audit Committee shall meet periodically in separate executive sessions with management (including the Chief Financial Officer and Chief Accounting Officer), the Chief Audit Executive Officer and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem appropriate.

The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Audit Committee shall have the sole authority to appoint or replace the independent auditor (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any independent auditor employed by the Company (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each such independent auditor shall report directly to the Audit Committee.

The Audit Committee shall pre-approve all audit and permitted non-audit services. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee shall have the authority to retain, to the extent it deems necessary or appropriate, without prior permission from the Board or management, special legal, accounting or other consultants to advise the Committee. The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Directors, for payment of compensation to any advisors employed by the Committee and for the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee shall make regular reports to the Board. The Audit Committee shall annually review the Audit Committee’s own performance. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

The Audit Committee shall:

Financial Statement and Disclosure Matters

1. Review and discuss with management and the independent auditor the annual audited consolidated financial statements, including the Company’s specific disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited consolidated financial statements should be included in the Company’s Form 10-K.

2. Review and discuss with management and the independent auditor the company’s quarterly consolidated financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly consolidated financial statements.

3. Review with management and the independent auditor: (1) major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; and (2) major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting; and (3) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the consolidated financial statements of the Company.

4. Review and discuss with management and the independent auditor the Company’s internal controls report and the independent auditor’s attestation of the report prior to filing of the Company’s Form 10-K. 

5. Review and discuss quarterly reports from the independent auditor on:
a. All critical accounting policies and practices to be used;
b. All alternative treatments with Generally Accepted Accounting Principles for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and
c. Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

6. Receive copies of earnings press releases of the Company with an opportunity to discuss any comments on such releases with the Committee Chair, who will then review such comments, if any, with management prior to release.

7. The Committee will also receive copies of other financial or earnings information provided to analysts or rating agencies or filed with or furnished to the Securities and Exchange Commission, but need not discuss such information in advance of dissemination.

8. Discuss with management the Company’s major risk exposures and the steps management has taken to monitor and control such exposures including the Company’s risk assessment and risk management policies.

9. Discuss with the independent auditor the matters required to be discussed under the standards of the Public Company Accounting Oversight Board.

10. Review disclosures made to the Audit Committee by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operations of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls. 

Oversight of the Company’s Relationship with the Independent Auditor

11. Review and evaluate the lead partner of the independent auditor. 

12. At least annually, obtain and review a report by the independent auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or PCAOB inspection, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, taking into account the opinions of management and internal auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.

13. Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated.

14. Ensure the regular rotation of the lead independent audit partner as required by law.

15. Monitor compliance with Audit Committee approved policies regarding the hiring of employees or former employees of the independent auditors.

16. Review with the independent auditor any audit problems or difficulties and management’s response. Discuss with the independent auditor material issues on which the independent auditor was consulted by the Company’s audit team.

Oversight of the Company’s Risk Control Services Department

17. Review and evaluate the performance of the Chief Audit Executive (CAE) at least annually, and convey the assessment to the Board and the Chief Executive Officer. The CAE shall have a direct reporting relationship to the Committee, and the Committee, at its discretion, shall have the authority to (i) approve the appointment of, (ii) direct the replacement of, and (iii) determine the compensation of the CAE, subject to approval by the Compensation, Nominating and Corporate Governance Committee where necessary.

18. Review the significant recommendations made to management by the Risk Control Services department and management’s responses.

19. Discuss with the independent auditor and management the Risk Control Services department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit and loan review activities.

Compliance Oversight Responsibilities

20. Review reports from management with respect to the Company’s compliance with laws and regulatory requirements.

21. Obtain an annual report from the General Counsel regarding the adequacy of the Company’s compliance program.

Other Responsibilities

22. Review management’s determination of the consolidated allowance for loan and lease loss reserves.

23. Review of significant income tax matters.

24. Review reports from management with respect to the Company's Code of Ethics.

25. Review reports and disclosures of insider and affiliated party transactions.

26. Ensure appropriate procedures are established and maintained:
a. to permit the Audit Committee to monitor the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
b. to permit the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters to the Audit Committee.

27. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.

28. Discuss with the General Counsel legal matters that may have a material impact on the financial statements.

V. Qualification
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty or responsibility of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of Company management and the independent auditor. Nor is it the duty or responsibility of the Audit Committee to conduct investigations or to assure compliance with laws and regulations.

 

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