Attached files
file | filename |
---|---|
10-K - FORM 10-K - INDEPENDENT BANK CORP /MI/ | k48845e10vk.htm |
EX-23 - EX-23 - INDEPENDENT BANK CORP /MI/ | k48845exv23.htm |
EX-21 - EX-21 - INDEPENDENT BANK CORP /MI/ | k48845exv21.htm |
EX-13 - EX-13 - INDEPENDENT BANK CORP /MI/ | k48845exv13.htm |
EX-31.2 - EX-31.2 - INDEPENDENT BANK CORP /MI/ | k48845exv31w2.htm |
EX-32.1 - EX-32.1 - INDEPENDENT BANK CORP /MI/ | k48845exv32w1.htm |
EX-32.2 - EX-32.2 - INDEPENDENT BANK CORP /MI/ | k48845exv32w2.htm |
EX-31.1 - EX-31.1 - INDEPENDENT BANK CORP /MI/ | k48845exv31w1.htm |
EX-99.2 - EX-99.2 - INDEPENDENT BANK CORP /MI/ | k48845exv99w2.htm |
EXHIBIT 99.1
INDEPENDENT BANK CORPORATION
Certification of Chief Executive Officer
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
Certification of Chief Executive Officer
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
I, Michael M. Magee Jr., certify, based on my knowledge, that:
(i) The compensation committee of Independent Bank Corporation has discussed, reviewed, and
evaluated with senior risk officers at least every six months during any part of the most recently
completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to Independent Bank Corporation;
(ii) The compensation committee of Independent Bank Corporation has identified and limited during
any part of the most recently completed fiscal year that was a TARP period any features of the SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten
the value of Independent Bank Corporation and has identified any features of the employee
compensation plans that pose risks to Independent Bank Corporation and has limited those features
to ensure that Independent Bank Corporation is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during any part of the
most recently completed fiscal year that was a TARP period, the terms of each employee compensation
plan and identified any features of the plan that could encourage the manipulation of reported
earnings of Independent Bank Corporation to enhance the compensation of an employee, and has
limited any such features;
(iv) The compensation committee of Independent Bank Corporation will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of Independent Bank Corporation will provide a narrative description
of how it limited during any part of the most recently completed fiscal year that was a TARP period
the features in:
(A) | SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Independent Bank Corporation; | ||
(B) | Employee compensation plans that unnecessarily expose Independent Bank Corporation to risks; and | ||
(C) | Employee compensation plans that could encourage the manipulation of reported earnings of Independent Bank Corporation to enhance the compensation of an employee; |
(vi) Independent Bank Corporation has required that bonus payments to SEOs or any of the next
twenty most highly compensated employees, as defined in the regulations and guidance established
under section 111 of EESA (bonus payments), be subject to a recovery or clawback provision during
any part of the most recently completed fiscal year that was a TARP period if the bonus payments
were based on materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;
(vii) Independent Bank Corporation has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to a SEO or any of the next five
most highly compensated employees during any part of the most recently completed fiscal year that
was a TARP period;
(viii) Independent Bank Corporation has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established thereunder during
any part of the most recently completed fiscal year that was a TARP period;
(ix) Independent Bank Corporation and its employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of
EESA, during any part of the most recently completed fiscal year that was a TARP period; and any
expenses that,
pursuant to the policy, required approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of responsibility were properly
approved;
(x) Independent Bank Corporation will permit a non-binding shareholder resolution in compliance
with any applicable Federal securities rules and regulations on the disclosures provided under the
Federal securities laws related to SEO compensation paid or accrued during any part of the most
recently completed fiscal year that was a TARP period;
(xi) Independent Bank Corporation will disclose the amount, nature, and justification for the
offering, during any part of the most recently completed fiscal year that was a TARP period, of any
perquisites, as defined in the regulations and guidance established under section 111 of EESA,
whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);
(xii) Independent Bank Corporation will disclose whether Independent Bank Corporation, the board of
directors of Independent Bank Corporation, or the compensation committee of Independent Bank
Corporation has engaged during any part of the most recently completed fiscal year that was a TARP
period a compensation consultant; and the services the compensation consultant or any affiliate of
the compensation consultant provided during this period;
(xiii) Independent Bank Corporation has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty
most highly compensated employees during any part of the most recently completed fiscal year that
was a TARP period;
(xiv) Independent Bank Corporation has substantially complied with all other requirements related
to employee compensation that are provided in the agreement between Independent Bank Corporation
and Treasury, including any amendments;
(xv) Independent Bank Corporation has submitted to Treasury a complete and accurate list of the
SEOs and the twenty next most highly compensated employees for the current fiscal year, with the
non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and
employer of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with
this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C.
1001.)
INDEPENDENT BANK CORPORATION |
||||
Date: February 26, 2010 | /s/ Michael M. Magee, Jr. | |||
Michael M. Magee, Jr. | ||||
Chief Executive Officer | ||||