Attached files
Exhibit 99.2
CERTIFICATION PURSUANT TO 31 C.F.R. SECTION 30.15
PEOPLES BANCORPORATION, INC.
I, Robert E. Dye, Jr., certify, based on my knowledge, that:
(i) The compensation committee of Peoples Bancorporation, 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
Peoples Bancorporation, Inc.;
(ii) The compensation committee of Peoples Bancorporation, 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 Peoples Bancorporation, Inc., and during that same
applicable period has identified any features of the employee compensation plans
that pose risks to Peoples Bancorporation, Inc. and has limited those features
to ensure that Peoples Bancorporation, 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 Peoples Bancorporation, Inc. to enhance the compensation of
an employee, and has limited any such features;
(iv) The compensation committee of Peoples Bancorporation, 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 Peoples Bancorporation, 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 Peoples Bancorporation, Inc.; (B) Employee
compensation plans that unnecessarily expose Peoples Bancorporation, Inc. to
risks; and (C) Employee compensation plans that could encourage the manipulation
of reported earnings of Peoples Bancorporation, Inc. to enhance the compensation
of an employee;
(vi) Peoples Bancorporation, 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) Peoples Bancorporation, 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 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) Peoples Bancorporation, 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 Peoples Bancorporation, 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; Peoples Bancorporation, 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) Peoples Bancorporation, 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) Peoples Bancorporation, 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) Peoples Bancorporation, Inc. will disclose whether Peoples Bancorporation,
Inc., the board of directors of Peoples Bancorporation, Inc., or the
compensation committee of Peoples Bancorporation, 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) Peoples Bancorporation, 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) Peoples Bancorporation, Inc. has substantially complied with all other
requirements related to employee compensation that are provided in the agreement
between Peoples Bancorporation, Inc. and Treasury, including any amendments;
(xv) Peoples Bancorporation, 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. (See, for example, 18 U.S.C. 1001.)
s/Robert E. Dye, Jr.
March 31, 2010 ------------------------------
Robert E. Dye, Jr.
Chief Financial Officer
Peoples Bancorporation, Inc
