123STA T .5 1 9PUBLIC LA W 111 – 5 —FE B.1 7, 2 0 09 TARPrecip ie nt t o en ha nce the co m pen s ation o f an y of its emp l oyees .‘ ‘ (F) Are qu irement for the esta b lishment of a B oar dC ompensation Committee that meets the requirements of subsection (c). ‘‘( 4 )C ERTIF I CA TI ON OF CO MPL IANCE. — The chief e x ecuti v e officer and chief financial officer (or the equivalents thereof) of each TARP recipient shall provide a w ritten certification of compliance by the TARP recipient with the requirements of this section— ‘‘(A) in the case of a TARP recipient , the securities of which are publicly traded, to the S ecurities and E xchan g e Commission, together with annual filings required under the securities laws
and ‘‘(B) in the case of a TARP recipient that is not a publicly traded company, to the Secretary. ‘‘(c) BOAR D COMPEN S ATION COMMITTEE.— ‘‘( 1 ) ESTA B LIS H MENT OF BOARD RE QU IRED.—Each TARP recipient shall establish a Board Compensation Committee, comprised entirely of independent directors, for the purpose of reviewing employee compensation plans. ‘‘( 2 ) M EETIN G S.—The Board Compensation Committee of each TARP recipient shall meet at least semiannually to discuss and evaluate employee compensation plans in light of an assess - ment of any ris k posed to the TARP recipient from such plans. ‘‘( 3 ) COMPLIANCE B Y NON-SEC REGISTRANTS.— I n the case of any TARP recipient, the common or preferred stock of which is not registered pursuant to the Securities Exchange Act of 1 9 34, and that has received $ 2 5 , 0 00,000 or less of TARP assist- ance, the duties of the Board Compensation Committee under this subsection shall be carried out by the board of directors of such TARP recipient. ‘‘(d) L IMITATION ON LU X URY EXPENDITURES.—The board of directors of any TARP recipient shall have in place a company- wide policy regarding excessive or luxury expenditures, as identified by the Secretary, which may include excessive expenditures on— ‘‘(1) entertainment or events; ‘‘(2) office and facility renovations; ‘‘(3) aviation or other transportation services; or ‘‘(4) other activities or events that are not reasonable expenditures for staff development, reasonable performance incentives, or other similar measures conducted in the normal course of the business operations of the TARP recipient. ‘‘(e) SHAREHOLDER APPRO V AL OF EXECUTIVE COMPENSATION.— ‘‘(1) ANNUAL SHAREHOLDER APPROVAL OF EXECUTIVE COM- PENSATION.—Any proxy or consent or authori z ation for an annual or other meeting of the shareholders of any TARP recipient during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding shall permit a separate shareholder vote to approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Commission (which disclo- sure shall include the compensation discussion and analysis, the compensation tables, and any related material). ‘‘(2) N ONBINDING VOTE.—A shareholder vote described in paragraph (1) shall not be binding on the board of directors of a TARP recipient, and may not be construed as overruling
