Attached files
EXHIBIT
99.2
CERTIFICATION
OF COMPLIANCE WITH EESA SECTION 111 BY CHIEF FINANCIAL OFFICER
I, Paul R. Garrigues, certify,
based on my knowledge, that:
(i) The entity serving as the compensation committee (the “Committee”) of Coastal Banking Company, Inc. (the “Company”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during the period beginning on the later of the closing date of the agreement between the TARP Recipient (as defined below) and Treasury or June 15, 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 the Company and each entity aggregated with the Company as the “TARP Recipient” as defined in the regulations and guidance established under section 111 of EESA (collectively referred to as the “TARP Recipient”);
(ii) The
Committee has identified and limited during the period beginning on the later of
the closing date of the agreement between the TARP Recipient and Treasury or
June 15, 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
the TARP Recipient and identified any features in the employee compensation
plans that pose risks to the TARP Recipient and limited those features to ensure
that the TARP Recipient is not unnecessarily exposed to risks;
(iii) The Committee
has reviewed at least every six months during the period beginning on the later
of the closing date of the agreement between the TARP Recipient and Treasury or
June 15, 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 the TARP Recipient to enhance the compensation of an
employee and has limited those features;
(iv) The Committee
will certify to the reviews of the SEO compensation plans and employee
compensation plans required under (i) and (iii) above;
(v) The Committee
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 TARP Recipient;
(B) Employee
compensation plans that unnecessarily expose the TARP Recipient to risks;
and
(C) Employee
compensation plans that could encourage the manipulation of reported earnings of
the TARP Recipient to enhance the compensation of an employee;
(vi) The TARP
Recipient has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), to SEOs and any
of the next twenty 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) The TARP
Recipient 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 the period beginning
on the later of the closing date of the agreement between the TARP Recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP Recipient’s
fiscal year containing that date;
1
(viii) The TARP
Recipient has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established thereunder
during the period beginning on the later of the closing date of the agreement
between the TARP Recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP Recipient’s fiscal year containing that date;
(ix) The board
of directors of the Company 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 the TARP Recipient and its employees have complied with this policy during
the period beginning on the later of the closing date of the agreement between
the TARP Recipient and Treasury or June 15, 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;
(x) The TARP
Recipient 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 the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that
date;
(xi) The TARP
Recipient will disclose the amount, nature, and justification for the offering
during the period beginning on the later of the closing date of the agreement
between the TARP Recipient and Treasury or June 15, 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 (viii);
(xii) The TARP
Recipient will disclose whether the TARP Recipient, the board of directors of
the Company, or the Committee has engaged during the period beginning on the
later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 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;
(xiii) The TARP
Recipient 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
the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s
fiscal year containing that date;
(xiv) The TARP
Recipient has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between the TARP
Recipient and Treasury, including any amendments;
(xv) The employees who have been identified as
the SEOs and the next twenty most highly compensated employees for the current
fiscal year and the most recently completed fiscal year, with the non-SEOs
ranked in order of level of annual compensation starting with the greatest
amount are identified on the Attached Executive Compensation Grids for both
Fiscal Year 2008 and Fiscal Year 2009 ; 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 U.S.C.
1001.)
Date: March 1,
2010
|
|
By:
|
/s/ PAUL R. GARRIGUES | |
| Paul R. Garrigues | |||
| EVP/CFO | |||
2