Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - FINANCIAL INSTITUTIONS INC | c97654e10vk.htm |
| EX-21 - EXHIBIT 21 - FINANCIAL INSTITUTIONS INC | c97654exv21.htm |
| EX-12 - EXHIBIT 12 - FINANCIAL INSTITUTIONS INC | c97654exv12.htm |
| EX-23 - EXHIBIT 23 - FINANCIAL INSTITUTIONS INC | c97654exv23.htm |
| EX-32 - EXHIBIT 32 - FINANCIAL INSTITUTIONS INC | c97654exv32.htm |
| EX-31.2 - EXHIBIT 31.2 - FINANCIAL INSTITUTIONS INC | c97654exv31w2.htm |
| EX-99.2 - EXHIBIT 99.2 - FINANCIAL INSTITUTIONS INC | c97654exv99w2.htm |
| EX-31.1 - EXHIBIT 31.1 - FINANCIAL INSTITUTIONS INC | c97654exv31w1.htm |
Exhibit 99.1
Certification pursuant to 31 C.F.R. § 30.15
I, Peter G. Humphrey, certify, based on my knowledge, that:
(i) The compensation committee of Financial Institutions, Inc. has discussed, reviewed and
evaluated with senior risk officers 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 the
TARP recipient and Treasury and ending with the last day of the TARP recipient’s fiscal year
containing that date (the applicable period), the senior executive officer (SEO) compensation plans
and the employee compensation plans, and the risks these plans pose to Financial Institutions,
Inc.;
(ii) The compensation committee of Financial Institutions, Inc. has identified and limited,
during the applicable period, any features of the SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the value of Financial Institutions, Inc.,
and during that same applicable period, has identified any features in the employee compensation
plans that pose risks to Financial Institutions, Inc. and has limited those features to ensure that
Financial Institutions, 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 any features of the plan that
could encourage the manipulation of reported earnings of Financial Institutions, Inc. to enhance
the compensation of an employee, and has limited any such features;
(iv) The compensation committee of Financial Institutions, 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 Financial Institutions, Inc. will provide a narrative
description of how it limited during any part of the most recently completed fiscal year that
included 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 Financial Institutions, Inc.; |
| (B) | Employee compensation plans that unnecessarily expose Financial Institutions,
Inc. to risks; and |
| (C) | Employee compensation plans that could encourage the manipulation of reported
earnings of Financial Institutions, Inc. to enhance the compensation of an employee; |
(vi) Financial Institutions, Inc. has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments), of SEOs and twenty
next most highly compensated employees 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) Financial Institutions, 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 the TARP recipient and Treasury or June 15, 2009 and ending with the last
day of the TARP recipient’s fiscal year containing that date;
(viii) Financial Institutions, 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 the TARP recipient
and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year
containing that date;
(ix) The board of directors of Financial Institutions, Inc. 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 the TARP recipient and Treasury; this policy has been provided to Treasury and
its primary regulatory agency; Financial Institutions, 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, an SEO, or an executive
officer with a similar level of responsibility, were properly approved;
(x) Financial Institutions, Inc. 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 the period
beginning on the later of the closing date of the agreement between the TARP recipient and Treasury
or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that
date;
(xi) Financial Institutions, 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 the
TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’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 any employee who is
subject to the bonus payment limitations identified in paragraph (viii);
(xii) Financial Institutions, Inc. will disclose whether Financial Institutions, Inc., the
board of directors of Financial Institutions, Inc., or the compensation committee of Financial
Institutions, Inc. has engaged during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of
the TARP recipient’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) Financial Institutions, 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 the TARP recipient and Treasury or June 15, 2009 and ending with the last day
of the TARP recipient’s fiscal year containing that date;
(xiv) Financial Institutions, Inc. has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between Financial Institutions,
Inc. and Treasury, including any amendments;
(xv) Financial Institutions, Inc. has submitted to Treasury a complete and accurate list of
the SEOs and the twenty next most highly compensated employees for the fiscal years ended December
31, 2008 and 2009, with the non-SEOs ranked in descending order of level of annual compensation,
and with the name, title, and employer of each SEO and the 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 12, 2010 | /s/ Peter G. Humphrey | |||
| Peter G. Humphrey | ||||
| President and Chief Executive Officer | ||||