Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - FINANCIAL INSTITUTIONS INC | c13753e10vk.htm |
| EX-12 - EXHIBIT 12 - FINANCIAL INSTITUTIONS INC | c13753exv12.htm |
| EX-21 - EXHIBIT 21 - FINANCIAL INSTITUTIONS INC | c13753exv21.htm |
| EX-23 - EXHIBIT 23 - FINANCIAL INSTITUTIONS INC | c13753exv23.htm |
| EX-32 - EXHIBIT 32 - FINANCIAL INSTITUTIONS INC | c13753exv32.htm |
| EX-99.1 - EXHIBIT 99.1 - FINANCIAL INSTITUTIONS INC | c13753exv99w1.htm |
| EX-31.2 - EXHIBIT 31.2 - FINANCIAL INSTITUTIONS INC | c13753exv31w2.htm |
| EX-31.1 - EXHIBIT 31.1 - FINANCIAL INSTITUTIONS INC | c13753exv31w1.htm |
Exhibit 99.2
Certification pursuant to 31 C.F.R. § 30.15
I, Karl F. Krebs, certify, based on my knowledge, that:
(i) The compensation committee of Financial Institutions, Inc. 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 Financial Institutions, Inc.;
(ii) The compensation committee of Financial Institutions, Inc. 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 Financial Institutions, Inc. and has identified any features of the employee
compensation plans that pose risks to Financial Institutions, Inc. and has limited those features
to ensure that Financial Institutions, Inc. 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 Financial Institutions, Inc. to enhance the compensation of an employee, and
has limited any such features;
(iv) The compensation committee of Financial Institutions, 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 Financial Institutions, 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 Financial Institutions, Inc.; |
| (B) | Employee compensation plans that unnecessarily expose Financial Institutions,
Inc. to risks; and |
| (C) | Employee compensation plans that could encourage the manipulation of reported
earnings of Financial Institutions, Inc. to enhance the compensation of an employee; |
(vi) Financial Institutions, Inc. has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments), of 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) Financial Institutions, Inc. 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) Financial Institutions, Inc. 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) Financial Institutions, Inc. 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 fiscal year that was a TARP 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) Financial Institutions, 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 any part of
the most recently completed fiscal year that was a TARP period;
(xi) Financial Institutions, Inc. 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) Financial Institutions, Inc. will disclose whether Financial Institutions, Inc., the
board of directors of Financial Institutions, Inc., or the compensation committee of Financial
Institutions, Inc. 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) Financial Institutions, 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 any part of the most recently completed fiscal year that
was a TARP period;
(xiv) Financial Institutions, Inc. has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between Financial Institutions,
Inc. and Treasury, including any amendments;
(xv) Financial Institutions, 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, with
the non-SEOs ranked in descending order of level of annual compensation, and with the name, title,
and employer of each SEO and the 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.
| Date: March 7, 2011 | /s/ Karl F. Krebs | |||
| Karl F. Krebs | ||||
| Chief Financial Officer | ||||