Attached files
file | filename |
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10-K - 10-K - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200e10vk.htm |
EX-21 - EX-21 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv21.htm |
EX-23 - EX-23 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv23.htm |
EX-31.1 - EX-31.1 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv31w1.htm |
EX-99.1 - EX-99.1 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv99w1.htm |
EX-32.2 - EX-32.2 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv32w2.htm |
EX-31.2 - EX-31.2 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv31w2.htm |
EX-32.1 - EX-32.1 - ROYAL BANCSHARES OF PENNSYLVANIA INC | w82200exv32w1.htm |
Exhibit 99.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO THE EMERGENCY
ECONOMIC STABILIZATION ACT OF 2008.
ECONOMIC STABILIZATION ACT OF 2008.
I, Robert A. Kuehl, certify, based on my knowledge, that:
(i) The compensation committee of Royal Bancshares of Pennsylvania, Inc. (Royal) 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 (the applicable period), the senior
executive officer (SEO) compensation plans and the employee compensation plans and the risks
these plans pose to Royal;
(ii) The compensation committee of Royal has identified and limited during the applicable period
any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of Royal, and during that same applicable period has identified
any features of the employee compensation plans that pose risks to Royal and has limited those
features to ensure that Royal is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of Royal to enhance the compensation of an
employee, and has limited any such features;
(iv) The compensation committee of Royal 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 Royal 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 Royal; (B) Employee compensation plans that unnecessarily expose Royal
to risks; and (C) Employee compensation plans that could encourage the manipulation of reported
earnings of Royal to enhance the compensation of an employee;
(vi) Royal has required that bonus payments to SEOs and any of the twenty next 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) Royal 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) Royal 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) Royal 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 the
applicable period; and 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) Royal 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 applicable period;
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(xi) Royal will disclose the amount, nature, and justification for the offering during the
applicable 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 (viii);
(xii) Royal will disclose whether Royal, the board of directors of Royal, or the compensation
committee of Royal has engaged during the applicable period, a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation consultant provided
during this period;
(xiii) Royal 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 applicable period;
(xiv) Royal has substantially complied with all other requirements related to employee compensation
that are provided in the agreement between Royal and Treasury, including any amendments;
(xv) Royal 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
(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.
/s/ Robert A. Kuehl
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Date: March 31, 2011 | |
Principal Financial Officer and Principal Accounting Officer |
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Royal Bancshares of Pennsylvania, Inc. |
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