Attached files
file | filename |
---|---|
10-K - FORM 10-K - CITIZENS REPUBLIC BANCORP, INC. | k50139e10vk.htm |
EX-21 - EX-21 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv21.htm |
EX-23 - EX-23 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv23.htm |
EX-32.2 - EX-32.2 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv32w2.htm |
EX-31.2 - EX-31.2 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv31w2.htm |
EX-32.1 - EX-32.1 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv32w1.htm |
EX-10.7 - EX-10.7 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv10w7.htm |
EX-31.1 - EX-31.1 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv31w1.htm |
EX-99.2 - EX-99.2 - CITIZENS REPUBLIC BANCORP, INC. | k50139exv99w2.htm |
Exhibit 99.1
(Form 10-K)
(Form 10-K)
CERTIFICATION PURSUANT TO
SECTION 111(b)(4) OF THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008
SECTION 111(b)(4) OF THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008
I, Cathleen H. Nash, certify, based on my knowledge, that:
(i) The compensation committee of Citizens Republic Bancorp, Inc. (Citizens) 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 Citizens;
(ii) The compensation committee of Citizens 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 Citizens and has identified any features of the employee compensation
plans that pose risks to Citizens and has limited those features to ensure that Citizens 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 Citizens to enhance the compensation of an employee, and
has limited any such features;
(iv) The compensation committee of Citizens 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 Citizens 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 Citizens;
(B) Employee compensation plans that unnecessarily expose Citizens to
risks; and
(C) Employee compensation plans that could encourage the manipulation of
reported earnings of Citizens to enhance the compensation of an employee;
(vi) Citizens 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 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) Citizens 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) Citizens 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) Citizens 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
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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) Citizens 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) Citizens 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) Citizens will disclose whether Citizens, the board of directors of Citizens, or the
compensation committee of Citizens 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) Citizens 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) Citizens has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between Citizens and Treasury, including any
amendments;
(xv) Citizens 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.
Dated:
/s/ Cathleen H. Nash | ||||
Cathleen H. Nash | ||||
President and Chief Executive Officer | ||||
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