Attached files
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10-K - FORM 10-K - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910e10vk.htm |
EX-21 - EX-21 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv21.htm |
EX-23 - EX-23 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv23.htm |
EX-99.1 - EX-99.1 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv99w1.htm |
EX-31.1 - EX-31.1 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv31w1.htm |
EX-31.2 - EX-31.2 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv31w2.htm |
EX-32.1 - EX-32.1 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv32w1.htm |
EX-32.2 - EX-32.2 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w77910exv32w2.htm |
Exhibit 99.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008.
I, Robert A. Kuehl, certify, based on my knowledge, that:
(i) The compensation committee of Royal Bancshares of Pennsylvania, Inc. (Royal) 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 Royal and Treasury and ending with the last day of Royals 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 Royal;
(ii) The compensation committee of Royal 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 Royal, and during that same applicable period has identified
any features of the employee compensation plans that pose risks to Royal and has limited those
features to ensure that Royal 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 Royal to enhance the compensation of an
employee, and has limited any such features;
(iv) The compensation committee of Royal 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 Royal 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 Royal; (B) Employee compensation plans that unnecessarily expose Royal
to risks; and (C) Employee compensation plans that could encourage the manipulation of reported
earnings of Royal to enhance the compensation of an employee;
(vi) Royal 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) Royal 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
Royal and Treasury or June 15, 2009 and ending with the last day of Royals fiscal year containing
that date;
(viii) Royal 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 Royal and Treasury or June 15, 2009 and ending
with the last day of Royals fiscal year containing that date;
(ix) The board of directors of Royal has established an excessive or luxury expenditures policy, as
defined in the regulations and guidance established under section 111 of EESA, on October 21, 2009; this policy has been provided to Treasury and its primary regulatory agency; Royal 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) Royal 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 Royal and Treasury or June 15, 2009 and ending with the last
day of Royals fiscal year containing that date;
(xi) Royal 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 Royal and Treasury or June 15,
2009 and ending with the last day of Royals 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) Royal will disclose whether Royal, the board of directors of Royal, or the compensation
committee of Royal has engaged during the period beginning on the later of the closing date of the
agreement between Royal and Treasury or June 15, 2009 and ending with the last day of Royals
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) Royal 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 Royal and Treasury or June 15, 2009 and ending with the last day of Royals fiscal year
containing that date;
(xiv) Royal has substantially complied with all other requirements related to employee compensation
that are provided in the agreement between Royal and Treasury, including any amendments;
(xv) Royal 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.
/s/ Robert A. Kuehl
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Date: March 29, 2010 | |
Principal Financial Officer and Principal Accounting Officer |
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Royal Bancshares of Pennsylvania, Inc. |