Attached files
file | filename |
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EX-31.1 - EX-31.1 - POPULAR, INC. | g21994exv31w1.htm |
EX-13.1 - EX-13.1 - POPULAR, INC. | g21994exv13w1.htm |
EX-31.2 - EX-31.2 - POPULAR, INC. | g21994exv31w2.htm |
EX-10.9 - EX-10.9 - POPULAR, INC. | g21994exv10w9.htm |
EX-12.1 - EX-12.1 - POPULAR, INC. | g21994exv12w1.htm |
EX-32.1 - EX-32.1 - POPULAR, INC. | g21994exv32w1.htm |
EX-23.1 - EX-23.1 - POPULAR, INC. | g21994exv23w1.htm |
EX-99.1 - EX-99.1 - POPULAR, INC. | g21994exv99w1.htm |
EX-21.1 - EX-21.1 - POPULAR, INC. | g21994exv21w1.htm |
EX-32.2 - EX-32.2 - POPULAR, INC. | g21994exv32w2.htm |
EX-10.10 - EX-10.10 - POPULAR, INC. | g21994exv10w10.htm |
10-K - FORM 10-K - POPULAR, INC. | g21994e10vk.htm |
Exhibit 99.2
Certification Pursuant to 31 C.F.R. § 30.15
I, Jorge A. Junquera certify, based on my knowledge, that:
(i) The Compensation Committee of Popular, Inc. has discussed, reviewed, and evaluated with
Senior Risk Officer at least every six months during the period beginning on the later of
September 14, 2009, or ninety days after the closing date of the agreement between Popular, Inc.
and Treasury and ending with the last day of Popular, Incs fiscal year containing that date, senior executive officer (SEO) compensation plans and employee compensation
plans and the risks these plans pose to Popular, Inc.;
(ii) The Compensation Committee of Popular, Inc. has identified and limited during the
applicable period any features in the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of Popular, Inc. and has identified
any features in the employee compensation plans that pose risks to Popular, Inc. and has limited
those features to ensure that Popular, Inc. is not unnecessarily exposed to risks;
(iii) The Compensation Committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified the features in the plan that
could encourage the manipulation of reported earnings of Popular, Inc. to enhance the compensation
of an employee and has limited any such features;
(iv) The Compensation Committee of Popular, Inc. 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 Popular, Inc. will provide a narrative description of how it
limited during the 2009 fiscal year the features in;
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of Popular, Inc.;
(B) Employee
compensation plans that unnecessarily expose Popular, Inc. to risks;
and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of Popular, Inc. to enhance the compensation of an employee;
(vi) Popular, Inc. has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), to SEOs or any of next
twenty most highly compensated employees be subject to a recovery or clawback provision during
the period beginning on the later of the closing date of the agreement between Popular, Inc. and
Treasury or June 15, 2009 and ending with the last day of Popular, Inc.s fiscal year containing
that date if the bonus payments were based on materially inaccurate financial statements
or any other materially inaccurate performance metric criteria;
(vii) Popular, Inc. 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 the period beginning on the later of the closing date of the agreement
between Popular, Inc. and Treasury or June 15, 2009 and ending with the last day of Popular, Inc.s
fiscal year containing that date;
(viii) Popular, Inc. has limited bonus payments to its applicable employees in accordance with
section 111 of EESA and the regulations and guidance established thereunder during the period
beginning on the later of the closing date of the agreement between Popular, Inc. and Treasury or
June 15, 2009 and ending with the last day of Popular, Inc.s fiscal year containing that date;
(ix) Popular, Inc.s Board of Directors has established an excessive or luxury expenditures
policy, as defined in the regulations and guidance established under section 111 of EESA, by the
later of September 14, 2009, or ninety days after the closing date of the agreement between
Popular, Inc. and Treasury; this policy has been provided to Treasury and its primary regulatory agency,
and Popular, Inc. and its employees have complied with this policy during the applicable period, and
any expenses that, pursuant to this policy, required approval of the Board of Directors, a
Committee of the Board of Directors, and SEO, or an executive officer
with a similar level of responsibility, were properly approved;
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(x) Popular, Inc. will permit a non-biding 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 the 2009 fiscal year;
(xi) Popular, Inc. will disclose the amount, nature, and justification for the offering during
the period beginning on the later of the closing date of the agreement between Popular, Inc. and
Treasury or June 15, 2009 and ending with the last day of Popular, Inc.s fiscal year containing
that date of any perquisites, as defined in the regulations and guidance established under section
111 of EESA, whose total value exceeds $25,000 for each employee subject to the bonus payment
limitations identified in paragraph (viii);
(xii) Popular,
Inc. will disclose whether Popular, Inc., the Board of Directors of
Popular, Inc., or the Compensation Committee of Popular, Inc. has engaged during the period beginning on the
later of the closing date of the agreement between Popular, Inc. and Treasury or June 15, 2009 and
ending with the last day of Popular, Inc.s fiscal year containing that date, a compensation
consultant; and the services the compensation consultant or any affiliate of the compensation
consultant provided during this period;
(xiii) Popular, Inc. 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 the period beginning on the later of the closing date of
the agreement between Popular, Inc. and Treasury or June 15, 2009 and ending with the last day of
Popular, Inc.s fiscal year containing that date;
(xiv) Popular, Inc. has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between Popular, Inc. and Treasury, including any
amendments;
(xv) Popular, Inc. 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 and the most recently
completed 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.
Date: March 1, 2010
/s/ Jorge A. Junquera
Jorge A. Junquera
Chief Financial Officer
Popular, Inc.
Jorge A. Junquera
Chief Financial Officer
Popular, Inc.
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