Attached files
file | filename |
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EX-31.2 - EX-31.2 - ANCHOR BANCORP WISCONSIN INC | c58631exv31w2.htm |
EX-31.1 - EX-31.1 - ANCHOR BANCORP WISCONSIN INC | c58631exv31w1.htm |
EX-32.2 - EX-32.2 - ANCHOR BANCORP WISCONSIN INC | c58631exv32w2.htm |
EX-32.1 - EX-32.1 - ANCHOR BANCORP WISCONSIN INC | c58631exv32w1.htm |
EX-99.1 - EX-99.1 - ANCHOR BANCORP WISCONSIN INC | c58631exv99w1.htm |
EX-23.1 - EX-23.1 - ANCHOR BANCORP WISCONSIN INC | c58631exv23w1.htm |
EX-10.36 - EX-10.36 - ANCHOR BANCORP WISCONSIN INC | c58631exv10w36.htm |
10-K - FORM 10-K - ANCHOR BANCORP WISCONSIN INC | c58631e10vk.htm |
EX-10.35 - EX-10.35 - ANCHOR BANCORP WISCONSIN INC | c58631exv10w35.htm |
Exhibit 99.2
TARP Certification of Chief Financial Officer
I, Dale C. Ringgenberg, Chief Financial Officer of Anchor Bancorp Wisconsin Inc. (Anchor or the
TARP recipient), certify, based on my knowledge, that:
(i) The compensation committee of Anchor 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 recipients 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 Anchor;
(ii) The compensation committee of Anchor 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 Anchor, and during that same applicable period has
identified any features of the employee compensation plans that pose risks to Anchor and has
limited those features to ensure that Anchor 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 Anchor to enhance the compensation of an
employee, and has limited any such features;
(iv) The compensation committee of Anchor 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 Anchor 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 Anchor; | ||
(B) | Employee compensation plans that unnecessarily expose Anchor to risks; and | ||
(C) | Employee compensation plans that could encourage the manipulation of reported earnings of Anchor to enhance the compensation of an employee; |
(vi) Anchor 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) Anchor 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 recipients fiscal year containing that date;
(viii) Anchor 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 recipients fiscal year containing that
date;
(ix) The board of directors of Anchor 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; Anchor 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) Anchor 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 recipients fiscal year containing that date;
(xi) Anchor 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 recipients 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) Anchor will disclose whether Anchor, the board of directors of Anchor, or the
compensation committee of Anchor 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 recipients 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) Anchor 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
recipients fiscal year containing that date;
(xiv) Anchor has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between Anchor and Treasury, including any
amendments;
(xv) Anchor 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.
By:
|
/s/ Dale C. Ringgenberg | |
Name:
|
Dale C. Ringgenberg | |
Title:
|
Chief Financial Officer | |
Date:
|
June 29, 2010 |