Attached files
| file | filename |
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| EX-21 - EXHIBIT 21 - SECURITY CAPITAL CORP/MS | exhibit21.htm |
| EX-31.1 - EXHIBIT 31.1 - SECURITY CAPITAL CORP/MS | exhibit31_1.htm |
| EX-99.2 - EXHIBIT 99.2 - SECURITY CAPITAL CORP/MS | exhibit99_2.htm |
| EX-32.1 - EXHIBIT 32.1 - SECURITY CAPITAL CORP/MS | exhibit32_1.htm |
| EX-31.2 - EXHIBIT 31.2 - SECURITY CAPITAL CORP/MS | exhibit31_2.htm |
| EX-32.2 - EXHIBIT 32.2 - SECURITY CAPITAL CORP/MS | exhibit32_2.htm |
| 10-K - 10K 12-31-2010 - SECURITY CAPITAL CORP/MS | body10k2010.htm |
Exhibit 99.1
ANNUAL CERTIFICATION PURSUANT TO 31 C.F.R. § 30.15
I, Frank West, certify, based on my knowledge, that:
(i) The compensation committee of Security Capital Corporation has discussed, reviewed, and evaluated with senior risk officers at least every six months during the period beginning on June 26, 2009, and ending with the last day of the TARP recipient’s fiscal year containing that date, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Security Capital Corporation;
(ii) The compensation committee of Security Capital Corporation has identified and limited during the period beginning on June 26, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date, the features in the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Security Capital Corporation and identified any features in the employee compensation plans that pose risks to Security Capital Corporation and limited those features to ensure that Security Capital Corporation is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed at least every six months during the period beginning on June 26, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date, the terms of each employee compensation plan and identified the features in the plan that could encourage the manipulation of reported earnings of Security Capital Corporation to enhance the compensation of an employee and has limited those features;
(iv) The compensation committee of Security Capital Corporation 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 Security Capital Corporation 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
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(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Security Capital Corporation;
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(B) Employee compensation plans that unnecessarily expose Security Capital Corporation to risks; and
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(C) Employee compensation plans that could encourage the manipulation of reported earnings of Security Capital Corporation to enhance the compensation of an employee;
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(vi) Security Capital Corporation 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) Security Capital Corporation 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 the period beginning on June 26, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;
(viii) The board of directors of Security Capital Corporation has established an excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, has provided this policy to Treasury and its primary regulatory agency, and Security Capital Corporation and its employees have complied with this policy during the period beginning on June 26, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date, and that any expenses requiring 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;
(ix) Security Capital Corporation 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 June 26, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;
(x) Security Capital Corporation will disclose the amount, nature, and justification for the offering during the period beginning on June 26, 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 each employee subject to the bonus payment limitations identified in paragraph (vii);
(xi) Security Capital Corporation will disclose whether Security Capital Corporation, the board of directors of Security Capital Corporation, or the compensation committee of Security Capital Corporation has engaged during the period beginning on June 26, 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;
(xii) Security Capital Corporation 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 June 26, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;
(xiii) Security Capital Corporation has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Security Capital Corporation and Treasury, including any amendments;
(xiv) Security Capital Corporation 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 compensations, and with the name, title and employer of each SEO and most highly compensated employee identified;
(xv) 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 15, 2011
/s/ Frank West
Frank West
Chief Executive Officer