Attached files
| file | filename |
|---|---|
| EX-31.1 - First Bancorp, Inc /ME/ | exhibit311ceo.htm |
| EX-31.2 - First Bancorp, Inc /ME/ | exhibit312cfo.htm |
| EX-99.1 - First Bancorp, Inc /ME/ | exhibit991ceo.htm |
| EX-32.1 - First Bancorp, Inc /ME/ | exhibit321ceo.htm |
| EX-32.2 - First Bancorp, Inc /ME/ | exhibit322cfo.htm |
| 10-K - First Bancorp, Inc /ME/ | thefirstbancorp10k2009.htm |
I, F.
Stephen Ward, certify, based on my knowledge, that:
(i) The
compensation committee of The First Bancorp, 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 First Bancorp, Inc. and Treasury and ending
with the last day of The First Bancorp, Inc.'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 The First
Bancorp, Inc.;
(ii) The
compensation committee of The First Bancorp, 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 The First Bancorp, Inc., and during that same applicable period has
identified any features of the employee compensation plans that pose risks to
The First Bancorp, Inc. and has limited those features to ensure that The First
Bancorp, 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 The First Bancorp, Inc. to enhance the compensation of an employee,
and has limited any such features;
(iv) The
compensation committee of The First Bancorp, 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 The First Bancorp, 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 The First Bancorp, Inc.;
(B)
Employee compensation plans that unnecessarily expose The First Bancorp, Inc. to
risks; and
(C)
Employee compensation plans that could encourage the manipulation of reported
earnings of The First Bancorp, Inc. to enhance the compensation of an
employee;
(vi) The
First Bancorp, Inc. has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments),
of the 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) The
First Bancorp, Inc. has prohibited any golden parachute payment, as defined in
the regulations and guidance established under section 111 of EESA, to an 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 First
Bancorp, Inc. and Treasury or June 15, 2009 and ending with the last day of The
First Bancorp, Inc.'s fiscal year containing that date;
(viii)
The First Bancorp, 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 First Bancorp, Inc. and Treasury or June 15,
2009 and ending with the last day of The First Bancorp, Inc.'s fiscal year
containing that date;
(ix) The
board of directors of The First Bancorp, 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 First Bancorp,
Inc. and Treasury; this policy has been provided to Treasury and its primary
regulatory agency; The First Bancorp, 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) The
First Bancorp, 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 First Bancorp, Inc. and Treasury or
June 15, 2009 and ending with the last day of The First Bancorp, Inc.'s fiscal
year containing that date;
(xi) The
First Bancorp, 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 First Bancorp, Inc. and Treasury or June 15, 2009 and
ending with the last day of The First Bancorp, 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 any
employee who is subject to the bonus payment limitations identified in paragraph
(viii);
(xii) The
First Bancorp, Inc. will disclose whether The First Bancorp, Inc., the board of
directors of The First Bancorp, Inc., or the compensation committee of The
First Bancorp, Inc. has engaged during the period beginning on the
later of the closing date of the agreement between The First Bancorp, Inc. and
Treasury or June 15, 2009 and ending with the last day of The First Bancorp,
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)
The First Bancorp, 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 First
Bancorp, Inc. and Treasury or June 15, 2009 and ending with the last day of The
First Bancorp, Inc.'s fiscal year containing that date;
(xiv) The
First Bancorp, Inc. has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between The
First Bancorp, Inc. and Treasury, including any amendments;
(xv) The
First Bancorp, 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 12, 2010
/s/F.
Stephen Ward
Treasurer
and Chief Financial Officer