Attached files
file | filename |
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EX-10.20 - EX-10.20 - FIRST BANCORP /PR/ | g26853exv10w20.htm |
EX-12.1 - EX-12.1 - FIRST BANCORP /PR/ | g26853exv12w1.htm |
EX-32.2 - EX-32.2 - FIRST BANCORP /PR/ | g26853exv32w2.htm |
EX-99.1 - EX-99.1 - FIRST BANCORP /PR/ | g26853exv99w1.htm |
10-K - FORM 10-K - FIRST BANCORP /PR/ | g26853e10vk.htm |
EX-31.1 - EX-31.1 - FIRST BANCORP /PR/ | g26853exv31w1.htm |
EX-32.1 - EX-32.1 - FIRST BANCORP /PR/ | g26853exv32w1.htm |
EX-31.2 - EX-31.2 - FIRST BANCORP /PR/ | g26853exv31w2.htm |
EX-12.2 - EX-12.2 - FIRST BANCORP /PR/ | g26853exv12w2.htm |
EX-21.1 - EX-21.1 - FIRST BANCORP /PR/ | g26853exv21w1.htm |
EXHIBIT 99.2
TARP CERTIFICATIONS
I, Orlando Berges, certify, based on my knowledge, that:
(i) The Compensation & Benefits Committee (the Compensation Committee) of First
BanCorp 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 First BanCorp;
(ii) The Compensation Committee of First BanCorp has identified and limited, during
any part of the most recently completed fiscal year that was a TARP period the features in
the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of First BanCorp and identified any features in the employee
compensation plans that pose risks to First BanCorp and limited those features to ensure
that First BanCorp 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 the features in the plan that could encourage the
manipulation of reported earnings of First BanCorp to enhance the compensation of an
employee and has limited these features that would encourage the manipulation of reported
earnings of First BanCorp;
(iv) The Compensation Committee of First BanCorp 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 First BanCorp 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 First BanCorp; |
(B) | Employee compensation plans that unnecessarily expose First BanCorp to risks; and | ||
(C) | Employee compensation plans that could encourage the manipulation of reported earnings of First BanCorp to enhance the compensation of an employee; |
(vi) First BanCorp has required that bonus payments, to SEOs or any of the next twenty
next most highly compensated employees, as defined in the regulations and guidance under
section 111 of the Emergency Economic Stabilization Act of 2008 (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) First BanCorp 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 any part of the most recently completed
fiscal year that was a TARP period;
(viii) First BanCorp 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) First BanCorp 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 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;
(x) First BanCorp 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) First BanCorp 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 each employee subject to the bonus
payment limitations identified in paragraph (viii);
(xii) First BanCorp will disclose whether First BanCorp, the Board of Directors of
First BanCorp, or the Compensation Committee of First BanCorp 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) First BanCorp 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) First BanCorp has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between First BanCorp and
Treasury, including any amendments;
(xv) First BanCorp 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.
Date: April 15, 2011 | By: | /s/ Orlando Berges | ||
Orlando Berges | ||||
Executive Vice President and Chief Financial Officer |
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