Attached files
| file | filename |
|---|---|
| 10-K - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_10k.htm |
| EX-21 - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_ex21.htm |
| EX-32 - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_ex32.htm |
| EX-23 - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_ex23.htm |
| EX-99.B - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_ex99b.htm |
| EX-31.A - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_ex31a.htm |
| EX-31.B - PROVIDENT COMMUNITY BANCSHARES, INC. | v176626_ex31b.htm |
EXHIBIT
99(a)
CERTIFICATION
PURSUANT
TO 31 C.F.R. § 30.15
I, Dwight
V. Neese, certify, based on my knowledge, that:
(i) The
compensation committee of Provident Community Bancshares, 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
Provident Community Bancshares, Inc.;
(ii) The
compensation committee of Provident Community Bancshares, 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 Provident Community Bancshares, Inc., and during that same
applicable period has identified any features in the employee compensation plans
that pose risks to Provident Community Bancshares, Inc. and has limited those
features to ensure that Provident Community Bancshares, 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 Provident Community Bancshares, Inc. to enhance the compensation of
an employee, and has limited any such features;
(iv) The
compensation committee of Pulaski Financial Corp 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 Provident Community Bancshares, 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
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(A)
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SEO
compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of Provident Community
Bancshares, Inc.;
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(B)
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Employee
compensation plans that unnecessarily expose Provident Community
Bancshares, Inc. to risks;
and
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(C)
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Employee
compensation plans that could encourage the manipulation of reported
earnings of Provident Community Bancshares, Inc. to enhance the
compensation of an employee;
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(vi) Provident
Community Bancshares, 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) Provident
Community Bancshares, 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) Provident
Community Bancshares, 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 Provident Community Bancshares, 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; Provident Community Bancshares, 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) Provident
Community Bancshares, 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) Provident
Community Bancshares, 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) Provident
Community Bancshares, Inc. will disclose whether Provident Community Bancshares,
Inc., the board of directors of Provident Community Bancshares, Inc., or the
compensation committee of Provident Community Bancshares, 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) Provident
Community Bancshares, 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) Provident
Community Bancshares, Inc. has substantially complied with all other
requirements related to employee compensation that are provided in the agreement
between Provident Community Bancshares, Inc. and Treasury, including any
amendments;
(xv) Provident
Community Bancshares, 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 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.
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Date:
March 16, 2010
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By:
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/s/ Dwight V. Neese
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Dwight
V. Neese
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President
and Chief Executive Officer
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