Attached files
| file | filename |
|---|---|
| 10-K - Your Community Bankshares, Inc. | v179460_10k.htm |
| EX-21 - Your Community Bankshares, Inc. | v179460_ex21.htm |
| EX-23.1 - Your Community Bankshares, Inc. | v179460_ex23-1.htm |
| EX-31.2 - Your Community Bankshares, Inc. | v179460_ex31-2.htm |
| EX-31.1 - Your Community Bankshares, Inc. | v179460_ex31-1.htm |
| EX-32.1 - Your Community Bankshares, Inc. | v179460_ex32-1.htm |
| EX-32.2 - Your Community Bankshares, Inc. | v179460_ex32-2.htm |
| EX-11.1 - Your Community Bankshares, Inc. | v179460_ex11-1.htm |
Exhibit
99.1
COMMUNITY
BANK SHARES OF INDIANA, INC.
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
AND
PRINCIPAL FINANCIAL OFFICER
UNDER 31
CFR PART 30
I, James
D. Rickard, and I, Paul A. Chrisco, certify, based on my knowledge,
that:
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(i)
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The
compensation committee of Community Bank Shares of Indiana, Inc. (the
“Company”) has discussed, reviewed, and evaluated with senior risk
officers at least every six months after the period beginning on the later
of September 14, 2009, or ninety days after the closing date of the
agreement (the “Agreement”) between the Company and the United States
Department of the Treasury (the “Treasury”) under the Treasury’s Troubled
Asset Relief Program – Capital Purchase Program (“TARP”), the senior
executive officer (“SEO”) compensation plans and the employee compensation
plans and the risks these plans pose to the Company. The
requirement to certify compliance with this standard with respect to the
period beginning on the later of September 14, 2009 or ninety days after
the closing of the Agreement and ending on the last day of the Company’s
fiscal year (12/31/2009) was never applicable to the
Company;
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(ii)
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The
compensation committee of the Company has identified and limited any
features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of the
Company and has identified any features of the employee compensation plans
that pose risks to the Company and has limited those features to ensure
that the Company is not unnecessarily exposed to
risks;
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(iii)
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The
compensation committee has reviewed, at least every six months during the
period beginning on the later of September 14, 2009 or ninety days after
the closing of the Agreement (the “Beginning Date”), the terms of each
employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of the Company to
enhance the compensation of an employee, and has limited any such
features;
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(iv)
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The
compensation committee of the Company will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i)
and (iii) above;
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(v)
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The
compensation committee of the Company will provide a narrative description
of how it limited during any part of the most recently completed fiscal
year when an obligation arising from financial assistance obtained through
TARP remained outstanding (the “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 the
Company;
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(B)
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Employee
compensation plans that unnecessarily expose the Company to risks;
and
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(C)
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Employee
compensation plans that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an
employee;
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(vi)
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The
Company has required that bonus payments (“Bonus Payments”), as defined in
the regulations and guidance established under section 111 of the
Emergency Economic Stabilization Act of 2008, as amended (“EESA”), of the
SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during the TARP Period if the bonus
payments were based on materially inaccurate financial statements or any
other materially inaccurate performance metric
criteria;
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(vii)
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The
Company 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 Company and the Treasury or June 15, 2009, and ending with the last
day of the Company’s fiscal year containing that
date;
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(viii)
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The
Company 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 or June 15, 2009, and ending with the last
day of the Company’s fiscal year containing that
date;
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(ix)
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The
board of directors of the Company 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; this policy has
been provided to Treasury and its primary regulatory agency; the Company
and its employees have complied with this policy since the Beginning Date;
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;
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(x)
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The
Company 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 or June 15, 2009 and ending with the
last day of the Company’s fiscal year containing that
date;
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1
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(xi)
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The
Company will disclose the amount, nature, and justification for the
offering during the period beginning on the later of the closing date of
the Agreement or June 15, 2009 and ending with the last day of the
Company’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);
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(xii)
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The
Company will disclose whether the Company, the board of directors of the
Company, or the compensation committee of the Company has engaged during
the period beginning on the later of the closing date of the Agreement or
June 15, 2009 and ending with the last day of the Company’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;
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(xiii)
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The
Company 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 or June
15, 2009 and ending with the last day of the Company’s fiscal year
containing that date, with one de minimis exception. The
Company inadvertently paid tax gross-ups to certain of its twenty-five
most highly paid employees (in the aggregate amount of $80) as part of a
wellness program in which the Company pays a portion of employees’monthly
dues for a YMCA health club. When this was discovered in
February of 2010, the amounts of the tax gross-ups were reimbursed to the
Company by the affected employees;
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(xiv)
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The
Company has substantially complied with all other requirements related to
employee compensation that are provided in the Agreement, including any
amendments;
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(xv)
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The
Company 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
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(xvi)
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I
understand that a knowing and willful false and fraudulent statement made
in connection with certification may be punished by fine, imprisonment, or
both. (See, for example, 18 USC
1001).
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By:
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/s/ James D. Rickard
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By:
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/s/ Paul A. Chrisco
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James
D. Rickard
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Paul
A. Chrisco
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President
and Chief Executive Officer
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Executive
Vice President and
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Chief
Financial Officer
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Date: March
31, 2010
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Date: March
31, 2010
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