Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - Bank of Commerce Holdings | f58543exv31w2.htm |
| 10-K - FORM 10-K - Bank of Commerce Holdings | f58543e10vk.htm |
| EX-99.2 - EX-99.2 - Bank of Commerce Holdings | f58543exv99w2.htm |
| EX-23.1 - EX-23.1 - Bank of Commerce Holdings | f58543exv23w1.htm |
| EX-31.1 - EX-31.1 - Bank of Commerce Holdings | f58543exv31w1.htm |
| EX-32.1 - EX-32.1 - Bank of Commerce Holdings | f58543exv32w1.htm |
Exhibit 99.1
BANK OF COMMERCE HOLDINGS
Certification of Chief Executive Officer
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
Certification of Chief Executive Officer
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
I, Patrick J. Moty, certify, based on my knowledge, that:
(1) The compensation committee of Bank of Commerce Holdings 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 Bank of Commerce Holdings;
(2) The compensation committee of Bank of Commerce Holdings 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 Bank of Commerce Holdings and has identified any features of the employee compensation
plans that pose risks to Bank of Commerce Holdings and has limited those features to ensure that
Bank of Commerce Holdings is not unnecessarily exposed to risks;
(3) 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 Bank of Commerce Holdings to enhance the compensation of an employee, and has limited any such
features;
(4)The compensation committee of Bank of Commerce Holdings will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (1) and (3) above;
(5) The compensation committee of Bank of Commerce Holdings 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 Bank of Commerce Holdings;
(B) Employee compensation plans that unnecessarily expose Bank of Commerce Holdings to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of Bank
of Commerce Holdings to enhance the compensation of an employee;
(6) Bank of Commerce Holdings 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 “claw-back” 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;
(7) Bank of Commerce Holdings 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;
(8) Bank of Commerce Holdings 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;
(9) Bank of Commerce Holdings 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;
(10) Bank of Commerce Holdings 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;
(11) Bank of Commerce Holdings 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 (8);
(12) Bank of Commerce Holdings will disclose whether Bank of Commerce Holdings, the board of
directors of Bank of Commerce Holdings, or the compensation committee of Bank of Commerce Holdings
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;
(13) Bank of Commerce Holdings 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;
(14) Bank of Commerce Holdings has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Bank of Commerce Holdings and
Treasury, including any amendments;
(15) Bank of Commerce Holdings 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
(16) 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.)
Dated March 4, 2011
| /s/ Patrick J. Moty | ||||
| Patrick J. Moty | ||||
| President & Chief Executive Officer | ||||