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EXHIBIT 99.02
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Certification Pursuant to Section 111(b)(4) of the Emergency
Economic Stabilization Act of 2008, as Amended by the
American Recovery and Reinvestment Act of 2009
Economic Stabilization Act of 2008, as Amended by the
American Recovery and Reinvestment Act of 2009
I, Christopher J. Swift, certify, based on my knowledge, that:
(i) | The compensation committee of The Hartford Financial Services Group, Inc. (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 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 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 the Company; |
(B) | Employee compensation plans that unnecessarily expose the Company to
risks; and |
(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 was subject to the
bonus payment limitations identified in paragraph (viii); |
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(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 submitted to Treasury a complete and accurate list of the SEOs and
the twenty next most highly compensated employees for its 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. The Company is not required to submit such information with respect to 2011
because it repaid its TARP obligation on March 31, 2010; 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. |
To the extent the foregoing certifications are forward-looking, I hereby certify that such
actions will be taken solely to the extent required by applicable law.
Date: February 25, 2011 | /s/ Christopher J. Swift | |||
Christopher J. Swift Executive Vice President and Chief Financial Officer |
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