Attached files
file | filename |
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EX-21.1 - EXHIBIT 21.1 - GREEN BANKSHARES, INC. | c14162exv21w1.htm |
EX-31.2 - EXHIBIT 31.2 - GREEN BANKSHARES, INC. | c14162exv31w2.htm |
EX-23.1 - EXHIBIT 23.1 - GREEN BANKSHARES, INC. | c14162exv23w1.htm |
EX-31.1 - EXHIBIT 31.1 - GREEN BANKSHARES, INC. | c14162exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - GREEN BANKSHARES, INC. | c14162exv32w1.htm |
EX-99.2 - EXHIBIT 99.2 - GREEN BANKSHARES, INC. | c14162exv99w2.htm |
EX-32.2 - EXHIBIT 32.2 - GREEN BANKSHARES, INC. | c14162exv32w2.htm |
EX-10.51 - EXHIBIT 10.51 - GREEN BANKSHARES, INC. | c14162exv10w51.htm |
10-K - FORM 10-K - GREEN BANKSHARES, INC. | c14162e10vk.htm |
Exhibit 99.1
March 15, 2011
Director of Compliance
United States Department of the Treasury
Office of Financial Stability
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
United States Department of the Treasury
Office of Financial Stability
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Re: | Green Bankshares, Inc. UST: 180 RSSD: 1133277 |
Dear Director of Compliance:
I, Stephen M. Rownd, Chairman and Chief Executive Officer, of Green Bankshares, Inc. (the
Company), certify, based on my knowledge, that:
(i) The compensation committee of the Company 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 the Company;
(ii) The compensation committee of the Company 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 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;
(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 the Company to enhance the compensation of an employee, and has limited any such
features;
(iv) 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;
(v) 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 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 the Company; |
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(B) | Employee compensation plans that unnecessarily expose the
Company to risks; and |
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(C) | Employee compensation plans that could encourage the
manipulation of reported earnings of the Company to enhance the compensation of
an employee; |
(vi) The Company 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) 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 any part of the most recently completed fiscal year that was a TARP
period;
(viii) 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 any part of the
most recently completed fiscal year that was a TARP period;
(ix) The Company 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 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) 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 any part of the most recently
completed fiscal year that was a TARP period;
(xi) The Company 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) The Company will disclose whether the Company, the board of directors of the Company, or
the compensation committee of the Company 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) 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 any part of the most recently completed fiscal year that was a TARP
period;
(xiv) The Company has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between the Company and Treasury, including any
amendments;
(xv) 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, 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 USC
1001).
Date: March 15, 2011 | /s/ Stephen M. Rownd | |||
Stephen M. Rownd, | ||||
Chairman and Chief Executive Officer |
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