Attached files
| file | filename |
|---|---|
| 10-K - EMCLAIRE FINANCIAL CORP | v177888_10k.htm |
| EX-31.1 - EMCLAIRE FINANCIAL CORP | v177888_ex31-1.htm |
| EX-32.1 - EMCLAIRE FINANCIAL CORP | v177888_ex32-1.htm |
| EX-31.2 - EMCLAIRE FINANCIAL CORP | v177888_ex31-2.htm |
| EX-32.2 - EMCLAIRE FINANCIAL CORP | v177888_ex32-2.htm |
| EX-99.1 - EMCLAIRE FINANCIAL CORP | v177888_ex99-1.htm |
Exhibit
99.2
PRINCIPAL
FINANCIAL OFFICER (PFO) CERTIFICATION
PURSUANT
TO
SECTION
111 OF THE EMERGENCY ECONOMIC STABILIZATION ACT
I, Amanda
L. Engles, Principal Accounting Officer and Treasurer, certify, based on my
knowledge, that:
|
(i)
|
The
compensation committee of Emclaire Financial Corp. (the 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
the Corporation;
|
|
|
(ii)
|
The
compensation committee of the 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 the
Corporation and has identified any features of the employee compensation
plans that pose risks to the Corporation and has limited those features to
ensure that the 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
the Corporation to enhance the compensation of an employee. and has
limited any such features;
|
|
|
(iv)
|
The
compensation committee of the 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 the 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 the
Corporation;
|
|
|
(B)
|
Employee
compensation plans that unnecessarily expose the Corporation to risks;
and
|
|
|
(C)
|
Employee
compensation plans that could encourage the manipulation of reported
earnings of the Corporation to enhance the compensation of an
employee;
|
|
|
(vi)
|
The
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 the Emergency Economic
Stabilization Act of 2008 (“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)
|
The
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)
|
The
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)
|
The
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)
|
The
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)
|
The
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)
|
The
Corporation will disclose whether the Corporation, the board of directors
of the Corporation, or the compensation committee of the 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)
|
The
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)
|
The
Corporation has substantially complied with all other requirements related
to employee compensation that are provided in the agreement between the
Corporation and Treasury, including any
amendments;
|
|
|
(xv)
|
The
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.
|
Date:
March 22, 2010
|
By:
|
/s/ Amanda L. Engles
|
|
Amanda
L. Engles
|
|
|
Principal
Accounting Officer and
Treasurer
|
|