March 26,
2009
To our
Shareholders:
The 2009 Annual Meeting of Shareholders
of Atlantic BancGroup, Inc. will be held at the Selva Marina Country Club, 1600
Selva Marina Drive, Atlantic Beach, Florida 32233 on April 23, 2009, beginning
at 3:00 p.m. local time.
The Notice of the Annual Meeting of
Shareholders and Proxy Statement attached to this letter describe the formal
business that will be transacted at the Annual Meeting and provide material
information concerning that business. Our directors and officers, as well as a
representative of the accounting firm Mauldin & Jenkins, Certified Public
Accountants, LLC, will be present at the Annual Meeting to respond to your
questions and to share with you our thoughts on how we intend to address the
current economic environment and the challenges that we see for
2009.
It is important that your shares be
represented and voted at the Annual Meeting. You can vote your shares by
completing and signing the enclosed Proxy Card. Should you attend the Annual
Meeting and prefer to vote in person, you will be given that
opportunity. If you are planning to attend the Annual Meeting, please
check the box indicating your intention to be present.
On behalf of the Board of Directors and
all the employees of Atlantic BancGroup, Inc., we look forward to seeing you at
the Annual Meeting.
|
|
Sincerely,
|
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|
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|
Barry
W. Chandler
|
|
|
President
and Chief Executive Officer
|
NOTICE
OF THE ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON APRIL 23, 2009
The 2009 Annual Meeting of Shareholders
(“Annual Meeting”) of Atlantic BancGroup, Inc. (“Atlantic BancGroup”) will be
held at the Selva Marina Country Club, 1600 Selva Marina Drive, Atlantic Beach,
Florida 32233, on April 23, 2009, at 3:00 p.m. local time. At the Annual
Meeting, holders of Atlantic BancGroup’s outstanding common stock will act on
the following items:
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|
1.
|
The
election of two Class III members of the Board of Directors, each to serve
for a three-year term;
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2.
|
The
ratification of the appointment of Mauldin & Jenkins, Certified Public
Accountants, LLC, as the independent accountants for Atlantic BancGroup
for the fiscal year ending December 31,
2009;
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|
3.
|
The
adjournment of the Annual Meeting to solicit additional proxies in the
event there are not sufficient votes to approve any of the foregoing
items; and
|
To
transact any other business that properly comes before the Annual Meeting, or
any adjournment thereof.
All shareholders of record owning
shares of Atlantic BancGroup at the close of business on February 27, 2009, are
entitled to vote at the Annual Meeting or any adjournments thereof.
|
|
By
Order of the Board of Directors,
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|
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David
L. Young
|
|
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Corporate
Secretary
|
Jacksonville
Beach, Florida
March 26,
2009
PROXY
STATEMENT
Date, Time and Location of
Annual Meeting of Shareholders
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|
Ø
|
Thursday, April 23,
2009
|
|
|
Ø
|
Selva Marina Country
Club
|
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Atlantic
Beach, Florida 32233
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS
MEETING TO BE HELD ON APRIL 23, 2009.
A copy of
this proxy statement and of Atlantic BancGroup’s Annual Report on Form 10-K are
also available to shareholders via the Internet at
http://www.cfpproxy.com/4858
.
What
are the Procedures for the Solicitation and Voting of Proxies?
These proxy materials are being
provided in connection with the solicitation of proxies by the Board of
Directors of Atlantic BancGroup, Inc. (“Atlantic BancGroup”) to be voted at the
2009 Annual Meeting of Shareholders, and any adjournment thereof (“Annual
Meeting”). Atlantic BancGroup’s Annual Report, which includes the financial
statements for the fiscal year ended December 31, 2008, accompanies this Proxy
Statement, which is first being mailed to shareholders on or about March 26,
2009.
Regardless of the number of shares of
common stock that you own, it is important that your shares be represented by
proxy or that you be present at the Annual Meeting. To vote by proxy, please
indicate your vote in the spaces indicated on the enclosed Proxy Card and return
it signed and dated, in the enclosed postage-paid envelope. Proxies obtained by
the Board of Directors will be voted in accordance with the directions given
therein.
If you do
not indicate how your shares should be voted on a matter, the shares represented
by your properly completed proxy will be voted in accordance with the Board of
Directors’ recommendations as stated in this Proxy
Statement.
In order for us to have a quorum
present to be able to convene the Annual Meeting, it is
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
important
that your proxy be returned promptly. Therefore, whether or not you plan to be
present at the Annual Meeting, please complete, sign, and date the enclosed
Proxy Card and return it in the enclosed postage-paid envelope, so that your
proxy can be counted for purposes of establishing a quorum in order for the
Annual Meeting to proceed as scheduled.
How
Can I Revoke my Proxy?
Your presence at the Annual Meeting
will not automatically revoke your proxy. How-ever, you may revoke a proxy at
any time prior to its exercise by:
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1.
|
Delivering
a written notice of revocation to Atlantic BancGroup;
or
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|
2.
|
Delivering
a duly executed proxy bearing a later date to Atlantic BancGroup;
or
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|
3.
|
Attending
the Annual Meeting and choosing to vote in
person.
|
What
are the Voting Procedures?
Our Articles of Incorporation do not
provide for cumulative voting. Under the Florida Business Corporation Act
(“Act”), directors are elected by a plurality of the votes cast at a meeting at
which a quorum is present. Our Bylaws provide that a majority of shares entitled
to vote and represented in person or by proxy at a shareholder meeting
constitutes a quorum. Therefore, each shareholder of record on the record date
has the right to vote, in person or by proxy, the number of shares owned by him
or her for as many director nominees as there are directors to be elected. For
example, if you own five shares, you may vote a maximum of five shares for each
director to be elected.
Other matters are approved if
affirmative votes cast for a proposal exceed the votes cast against that
proposal at a meeting at which a quorum is present, unless a greater number of
affirmative votes or voting by classes is required by the Act or our Articles of
Incorporation. Abstentions and broker non-votes have no effect on these types of
matters under the Act.
Shares Held in Your
Name
. If you own shares of record, meaning that your shares of
common stock are represented by certificates or book entries in your name so
that you appear as a shareholder on the records of our stock transfer agent, a
Proxy Card for voting those shares will be included with this Proxy Statement.
You may vote those shares by completing, dating, signing, and returning the
Proxy Card in the enclosed postage pre-paid, pre-addressed
envelope.
Shares Held in Name of Brokerage
Firm
. If your shares are held in “street name,” under certain
circumstances your brokerage firm may vote your shares. Brokerage firms have
authority to vote their customers’ shares on certain “routine” matters,
including the election of directors. When a brokerage firm votes its customers’
shares on routine matters, these shares are also counted for purposes of
establishing a quorum to conduct business at the meeting. A brokerage firm
cannot vote its customers’ shares on non-routine matters. Accordingly, these
shares are not counted as votes against a non-routine matter, but rather are not
counted at all for these matters.
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
Which
Shareholders are Entitled to Vote at the Annual Meeting?
The close of business on February 27,
2009, has been fixed by the Board of Directors as the “record date” for
determination of shareholders entitled to notice of, and to vote at, the Annual
Meeting, and any adjournment thereof. On the record date, there were
1,247,516
shares of
Atlantic BancGroup common stock outstanding which were held by
approximately
570
shareholders.
Market
Information
Our
common stock is quoted on the NASDAQ Capital Market under the symbol “ATBC.” The
market price for our stock is included in our Annual Report on Form 10-K under
the heading “Market Price for Registrant’s Common Equity and Related Stockholder
Matters.”
BOARD
OF DIRECTORS MEETINGS
During the year ended December 31,
2008, Atlantic BancGroup’s Board of Directors held 12 regular meetings. Each
director attended at least 75% of the total meetings of the Board of Directors
and any committees on which he or she served. Atlantic BancGroup currently does
not pay directors’ fees. For the first six months of 2008, Atlantic BancGroup
paid $500 per month to its Board Chairman, Donald F. Glisson, Jr. The directors
of our wholly-owned subsidiary, Oceanside Bank (“Bank”) currently receive no
fees. Until September 2008, they received $1,000 for each Board meeting
attended. Until August 2008, members of the Bank’s Loan Committee received $400
per month for serving on the Committee and members of the Asset/Liability and
Audit Committees received $50 per meeting. Atlantic BancGroup requires its
directors to attend the Annual Meeting of Shareholders, and in 2008, all of our
Directors were in attendance, except Donald F. Glisson, Jr.
DIRECTOR
INDEPENDENCE
The Board of Directors has determined
that except for Barry W. Chandler, each member of the Board is an “independent
director” within the meaning of the Nasdaq Marketplace Rule 4200(a)(15). The
determination that Mr. Chandler is not independent was based upon the fact that
he serves as an executive of the Company.
COMMITTEES
OF THE BOARD OF DIRECTORS
In 2008, Atlantic BancGroup had three
standing committees, the
Audit
Committee
, the
Nominating Committee
and the
Compensation Committee
.
The Audit Committee has adopted a formal charter, a copy of which is attached to
this Proxy Statement as Exhibit A.
The
Nominating Committee
meets to
evaluate director candidates for Atlantic BancGroup’s Board of Directors. This
Committee has not yet adopted a charter and does not have written procedures or
a policy on the selection of nominees or the evaluation of shareholder
recommendations. Until a charter and nominating procedures are put in place, the
Committee will make all such decisions on a case-by-case basis, in which it may
consider the nominee’s
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
business
background, involvement in the community, prior banking experience, and customer
relationship with Oceanside Bank. These are the same criteria used in evaluating
candidates selected by the Board. Based on Atlantic BancGroup’s size and
marketing area, the Board believes these policies are appropriate for Atlantic
BancGroup. The Nominating Committee is composed of Chairman Donald F. Glisson,
Jr., Frank J. Cervone, and Gordon K. Watson, all of whom are independent under
Nasdaq Marketplace Rule 4200(a)(15).
The
Compensation Committee
serves
with regard to compensation and personnel policies, programs and plans,
including management development and succession, and to approve employee
compensation and benefit programs. The Compensation Committee does not have a
charter. The Compensation Committee met two times in 2008. In 2008, all members
attended such meetings. The Board has determined that each member of the
Committee is independent as defined by Nasdaq Marketplace Rule 4200(a)(15). The
Compensation Committee is composed of Chairman Donald F. Glisson, Jr., Frank J.
Cervone, and Gordon K. Watson.
REPORT
OF THE AUDIT COMMITTEE
The
functions of the
Audit
Committee
are focused on three areas:
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¯
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The
adequacy of internal controls and financial reporting process and the
reliability of Atlantic BancGroup’s and the Bank’s financial
statements.
|
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¯
|
The
performance of Atlantic BancGroup’s and the Bank’s internal accountants
and the independence and performance of Atlantic BancGroup’s and the
Bank’s independent accountants; and
|
|
|
¯
|
Atlantic
BancGroup’s and the Bank’s compliance with legal and regulatory
requirements.
|
The Audit
Committee met with management periodically to consider the adequacy of Atlantic
BancGroup’s and the Bank’s internal controls and the objectivity of their
financial reporting. These matters were discussed with Atlantic BancGroup’s and
the Bank’s independent accountants.
The Audit
Committee also met with the independent accountants without management present.
The independent accountants have unrestricted access to the members of the Audit
Committee. The Audit Committee also recommends to the Board the appointment of
the independent accountants and periodically reviews their performance, fees,
and independence from management.
The Board
of Directors believes that the members of the Audit Committee are all
“Independent Directors” as defined by Nasdaq Marketplace Rules 4200(a)(15) and
4350(d)(2)(A). In addition, the Board has determined that none of the Audit
Committee members have any relationships or have served in any capacity which
would impair their abilities to objectively and impartially execute their
duties.
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
The Board
has designated Robin Scheiderman, a Certified Public Accountant, as the “audit
committee financial expert” as defined by Securities and Exchange Commission
Rules, believing she has the requisite financial expertise based on her
extensive auditing experience.
Management
has primary responsibility for Atlantic BancGroup’s and the Bank’s financial
statements and the overall reporting process, including the system of internal
controls. The independent accountants audit the annual financial
statements prepared by management and express an opinion as to whether those
financial statements fairly present the financial position, the results of
operations and cash flows of Atlantic BancGroup and the Bank in conformity with
accounting principles generally accepted in the United States of America, and
discuss with the Audit Committee any issues they believe should be raised or
addressed. The Audit Committee monitors these processes, relying without
independent verification, on the information provided to the Audit Committee and
on the representations made by management and the independent
accountants.
This
year, the Audit Committee reviewed Atlantic BancGroup’s and the Bank’s audited
financial statements as of, and for, the fiscal year ended December 31, 2008,
and met with both management and the independent accountants of Atlantic
BancGroup and the Bank to discuss those financial statements. Management has
represented to the Audit Committee that the financial statements were prepared
in accordance with accounting principles generally accepted in the United States
of America. The Audit Committee has also met with the independent
accountants, without management present to confirm there were no disagreements
between management and the independent accountants.
The Audit
Committee has received from, and discussed with, Mauldin & Jenkins,
Certified Public Accountants, LLC, the written disclosure and the letter
required by applicable requirements of the Public Company Accounting Oversight
Board regarding the independent accountant’s communications with the audit
committee concerning independence. These items relate to the accounting firm’s
independence from Atlantic BancGroup and the Bank. The Audit Committee also
discussed with Mauldin & Jenkins, Certified Public Accountants, LLC any
matters required to be discussed by the Statement on Auditing Standards No. 61
(
Communication with Audit
Committees
).
Based on
these reviews and discussions, the Audit Committee recommended to the Board of
Directors that Atlantic BancGroup’s audited financial statements be included in
Atlantic BancGroup’s and the Bank’s annual report on Form 10-K for the fiscal
year ended December 31, 2008. Atlantic BancGroup’s and the Bank’s Audit
Committee each met five times in 2008.
Respectfully
submitted:
Robin
H. Scheiderman,
Chairman
Donald F. Glisson,
Jr. Dr.
Conrad L. Williams
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
|
PROPOSAL
I. ELECTION OF DIRECTORS
|
The Board of Directors is presently
comprised of seven members. Atlantic BancGroup’s Articles of Incorporation
provide that directors shall be divided into three classes, with each group
serving for staggered three-year terms. This year, two Class III directors are
to be elected. To the best of our knowledge, no director nominee is being
proposed for election pursuant to any agreement between that person and any
other person.
The two nominees,
Dr.
Conrad L. Williams
and
Dennis M. Wolfson,
have
indicated their willingness to stand for election and to serve as directors if
elected. Should either director nominee become unable or unwilling to serve,
proxies will be voted for the election of such other person as the Board of
Directors may choose to nominate.
As previously discussed in this Proxy
Statement, the affirmative vote of a plurality of the votes cast at the Annual
Meeting is needed to elect a director. Abstentions and withheld votes will have
the same effect as votes against a director nominee.
Information relating to the business
experience and age of Atlantic BancGroup’s director nominees, continuing
directors, and non-director executive officers is set forth below.
DIRECTOR
NOMINEES
CLASS
III DIRECTORS
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Nominee
|
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Age
|
|
Business
Experience
|
|
Director
Since
|
|
|
|
|
|
|
Dr.
Conrad L. Williams
|
79
|
Dr.
Williams is a director of Atlantic BancGroup. He has been a director of
the Bank since 1996. Dr. Williams is a retired veterinarian. He has been a
resident of the Jacksonville Beaches community since 1959. Dr. Williams
holds two undergraduate degrees, one from
Louisiana Tech University and one from the University of
Florida. Dr. Williams received his DVM degree from the University of
Georgia, College of Veterinary Medicine.
|
1998
|
|
Dennis
M. Wolfson
|
67
|
Mr.
Wolfson is a director of Atlantic BancGroup. He has been a director of the
Bank since 1996. Mr. Wolfson is a life long resident of Jacksonville. Mr.
Wolfson is self-employed as a real estate investor, mortgage broker, and
real estate broker. Mr. Wolfson served as Senior Vice President and
Director of the Daylight Grocery Company. In addition, he served as Vice
President and Director of Merritt-Chapman & Scott Corporation. Mr.
Wolfson is a trustee of Wolfson Children’s Hospital in Jacksonville and of
the Jacksonville Jewish Foundation. Mr. Wolfson attended
Bentley College and Boston University. He received
his Bachelor’s degree in Finance from the University of
Georgia.
|
1998
|
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
CONTINUING
DIRECTORS
CLASS
II DIRECTORS
Terms
to Expire in 2010
|
|
Director
|
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Age
|
|
Business
Experience
|
|
Director
Since
|
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|
|
|
|
|
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|
Donald
F. Glisson, Jr.
|
49
|
Mr.
Glisson is the Chairman of the Board of Atlantic BancGroup. He has been a
director of the Bank since 1996. Mr. Glisson serves as Chairman and
Chief Executive Officer of Triad Financial Services, Inc., headquartered
in Jacksonville, Florida. Triad Financial is a 100-plus employee consumer
finance company with branch offices in Chicago, Illinois and Houston,
Texas. Mr. Glisson graduated from Florida State University with
a Bachelor’s degree in Finance.
|
1998
|
|
Robin
H. Scheiderman
|
52
|
Ms.
Scheiderman is a director of Atlantic BancGroup. She has also been a
director of the Bank since 1997. Since 1992, Ms. Scheiderman has been
self-employed as a certified public accountant. Prior to that she served
as the Chief Financial Officer for the California College for Health
Sciences. In addition, Ms. Scheiderman served as Director of Taxes for
Florida Rock Industries, Inc. in Jacksonville, Florida. She earned a
Bachelor’s degree and a Master’s degree from the University of North
Florida. Ms. Scheiderman is a licensed Certified Public Accountant and
Certified Financial Planner.
|
1998
|
|
Gordon
K. Watson
|
59
|
Mr.
Watson is a director of Atlantic BancGroup. He has also been a director of
the Bank since December 1996. Mr. Watson is a founding member, senior
partner, and a shareholder of the law firm of Watson, Dykes & Schloth,
P.A. in Jacksonville, Florida. His law firm focuses on real estate,
probate, and estate planning law. Mr. Watson is a resident of
Ponte Vedra Beach. He received a Bachelor’s degree in Marketing
and Management from Jacksonville University and his Juris Doctorate
degree from the University of Florida. Mr. Watson is a Trustee of
Jacksonville University.
|
1998
|
CLASS
I DIRECTORS
|
Director
|
|
Age
|
|
Business
Experience
|
|
Director
Since
|
|
|
|
|
|
|
|
|
Dr.
Frank J. Cervone
|
56
|
Dr.
Cervone is a director of Atlantic BancGroup. He has been a director of the
Bank since December 1996. Dr. Cervone is an endodontist and has been
practicing in Jacksonville Beach since 1990. Dr. Cervone holds a
Bachelor’s degree in Biology from the University of Pittsburgh, a D.M.D.
degree from the University of Pittsburgh, School of Dental Medicine, and
has a specialty designation in Endodontics from the University of
Pennsylvania.
|
1998
|
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
|
Director
|
|
Age
|
|
Business
Experience
|
|
Director
Since
|
|
|
|
|
|
|
|
|
Barry
W. Chandler
|
58
|
Mr.
Chandler is a director of Atlantic BancGroup and the Chairman of the Board
of the Bank. Mr. Chandler has served as Chief Executive Officer and
President of Atlantic BancGroup since April 2000, President of the Bank
since 1996, and Chief Executive Officer of the Bank since April 2000.
Prior to joining the Bank, Mr. Chandler was with Ponte Vedra National Bank
from 1990 to 1996. He is a graduate of the Graduate School of Retail Bank
Management at the University of Virginia.
|
1998
|
NON-DIRECTOR
EXECUTIVE OFFICERS
|
Officer
|
|
Age
|
|
Business
Experience
|
|
|
|
|
|
|
|
David
L. Young
|
63
|
Mr.
Young is an Executive Vice President, the Chief Financial Officer, and the
Corporate Secretary of Atlantic BancGroup, and also an Executive Vice
President and the Chief Financial Officer of the Bank. Mr. Young joined
the Bank in May 1997. Prior to joining the Bank, Mr. Young was the Finance
Manager for the Loan and Investment Operation Division of Barnett Bank in
Jacksonville from 1995 to 1997. He is a graduate of
Jacksonville University and the Graduate School of Retail Bank
Management at the University of Virginia.
|
|
Grady
R. Kearsey
|
64
|
Mr.
Kearsey is an Executive Vice President and the Senior Loan Officer of the
Bank. Mr. Kearsey joined the Bank in July 1997 and served as
Vice President - Lender until January 2001, when he was promoted to his
current position. Prior to joining the Bank, Mr. Kearsey served as Vice
President - Market Manager of SunTrust Bank from 1996 to July 1997. Prior
to serving with SunTrust, Mr. Kearsey was with Ponte Vedra National Bank.
Mr. Kearsey has a Bachelor’s degree from Jacksonville
University.
|
DIRECTOR
EMERITUS
|
Director
|
|
Age
|
|
Business
Experience
|
|
Director
Since
|
|
|
|
|
|
|
|
|
|
Jimmy
D. Dubberly
|
67
|
Mr.
Dubberly became the first Director Emeritus of Atlantic BancGroup and the
Bank in December 2007. Prior to that, he was a founding director of
Atlantic BancGroup and the Bank. Mr. Dubberly is also the Chairman and
Chief Executive Officer of the South Georgia Bank, Glennville, Georgia,
positions he has held since 1986. Mr. Dubberly is a graduate of the School
of Banking of the South at Louisiana State University and the
Georgia Banking School at the University of
Georgia.
|
2007
|
The Board of Directors Recommends that
the Shareholders Vote “For” the Election of the Two Class III Director
Nominees.
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
BENEFICIAL
STOCK OWNERSHIP OF
DIRECTORS
AND EXECUTIVE OFFICERS
The table on the following page
contains information regarding the beneficial ownership of Atlantic BancGroup
common stock of each director nominee, continuing director, and non-director
executive officer. Based upon filings with the Securities and Exchange
Commission, other than Mr. Watson there is one other beneficial owner of more
than 5% of Atlantic BancGroup’s common stock: Apex Investment Management, Inc.,
200 Westpark Drive, Suite 270, Peachtree City, Georgia 30269 owns 104,135
shares, or 8.35% of the outstanding stock.
|
Name
|
|
Number
of
Shares Owned
(*)
|
|
%
of Beneficial
Ownership
|
|
|
|
|
|
|
|
|
|
Dr.
Frank J. Cervone
|
|
|
14,740
|
|
|
|
1.18
|
%
|
|
Barry
W. Chandler
|
|
|
16,000
|
|
|
|
1.28
|
|
|
Donald
F. Glisson, Jr.
|
|
|
51,451
|
|
|
|
4.12
|
|
|
Grady
R. Kearsey
|
|
|
4,070
|
|
|
|
0.33
|
|
|
Robin
H. Scheiderman
|
|
|
51,000
|
|
|
|
4.09
|
|
|
Gordon
K. Watson
|
|
|
80,000
|
|
|
|
6.41
|
|
|
Dr.
Conrad L. Williams
|
|
|
6,120
|
|
|
|
0.49
|
|
|
Dennis
M. Wolfson
|
|
|
13,000
|
|
|
|
1.04
|
|
|
David
L. Young
|
|
|
7,520
|
|
|
|
0.60
|
|
|
All
directors and executive officers
as
a group (9 individuals)
|
|
|
243,901
|
|
|
|
19.55
|
%
|
_____________________________
|
|
(*)
|
Includes
shares for which the named
person:
|
|
|
|
·
has sole
voting
and
investment power;
|
|
|
|
·
has
shared voting and investment power with a spouse;
or
|
|
|
|
·
holds in
an IRA or other retirement plan program, unless otherwise indicated in
these footnotes.
|
EXECUTIVE
COMPENSATION
The current financial downturn has been
driven primarily, in Florida, by the deflation in real estate values, and that
has negatively impacted the Company’s 2008 results of operations and the price
of Atlantic BancGroup’s common stock. Due to the downturn and its
negative impact on the Company, the named executives, Barry W. Chandler, Chief
Executive Officer and President of Atlantic BancGroup and Chief Executive
Officer, President, and Chairman of the Board of the Bank; Grady R. Kearsey,
Executive Vice President and Senior Loan Officer of the Bank; and David L.
Young, Executive Vice President and Chief Financial Officer of Atlantic
BancGroup and the Bank, each voluntarily agreed to reducing their base salaries
by $20,000, $15,000, and $12,000, respectively.
The Summary Compensation Table on the
following page shows compensation information regarding the three named
executive officers: No other executive officer received compensation at a level
required to be reported herein by Securities and Exchange Commission
regulations.
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
2009
SUMMARY COMPENSASTION TABLE
|
Name
and
Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Change
in Pension
Value
and Non-
Qualified
Deferred
Compensation Earnings
|
|
All
Other
Compensation
|
|
Total
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry
W. Chandler
|
|
2008
|
|
$
|
205,000
|
|
|
|
-
|
|
|
$
|
48,265
|
|
|
$
|
15,343
|
(1)
|
|
$
|
268,608
|
|
|
Director,
Chief Executive
Officer
& President
Chief
Executive Officer
|
|
2007
|
|
$
|
205,000
|
|
|
|
-
|
|
|
$
|
31,351
|
|
|
$
|
27,731
|
(1)
|
|
$
|
264,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grady
R. Kearsey
|
|
2008
|
|
$
|
150,000
|
|
|
|
-
|
|
|
$
|
131,055
|
|
|
$
|
6,769
|
(2)
|
|
$
|
287,824
|
|
|
Executive
Vice President
&
Senior Loan Officer
|
|
2007
|
|
$
|
150,000
|
|
|
|
-
|
|
|
$
|
80,968
|
|
|
$
|
11,571
|
(2)
|
|
$
|
242,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
L. Young
|
|
2008
|
|
$
|
122,000
|
|
|
|
-
|
|
|
$
|
60,886
|
|
|
$
|
6,492
|
(3)
|
|
$
|
189,378
|
|
|
Executive
Vice President
&
Chief Financial Officer
|
|
2007
|
|
$
|
122,000
|
|
|
|
-
|
|
|
$
|
39,091
|
|
|
$
|
10,965
|
(3)
|
|
$
|
172,056
|
|
________________________
|
|
(1)
|
Includes
Simple IRA contribution, split dollar life insurance premiums, Indexed
Retirement Plan accruals, directors’ fees, referral fees, incentives,
vacation buy-back and Kiwanis Club
dues.
|
|
|
(2)
|
Includes
Simple IRA contribution, indexed retirement plan accrual, referral fees,
incentives, vacation buy-back and Exchange Club
dues.
|
|
|
(3)
|
Includes
Board Secretary fees, Simple IRA contribution, Indexed Retirement Plan
accruals, referral fees, incentives and vacation
buy-backs.
|
|
|
(4)
|
Executives
do not receive country club dues, a company automobile or an automobile
allowance. Executives use their own vehicles and are reimbursed
for mileage at the rate authorized by the Internal Revenue Code of 1986,
as amended.
|
2009
DIRECTOR COMPENSATION TABLE
The following table reflects
compensation paid to our outside directors in 2008.
|
Name
|
|
Fees
Earned
or
Paid in
Cash
|
|
Non-Qualified
Deferred
Compensation
Earnings
|
|
Total
|
|
Dr.
Frank J. Cervone
|
|
$
|
9,100
|
|
|
$
|
8,687
|
|
|
$
|
17,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
F. Glisson, Jr.
|
|
$
|
15,950
|
|
|
$
|
5,749
|
|
|
$
|
21,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robin
H. Scheiderman
|
|
$
|
9,300
|
|
|
$
|
6,374
|
|
|
$
|
15,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordon
K. Watson
|
|
$
|
12,200
|
|
|
$
|
17,410
|
|
|
$
|
29,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Conrad L. Williams
|
|
$
|
12,350
|
|
|
|
-
|
|
|
$
|
12,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis
M. Wolfson
|
|
$
|
12,200
|
|
|
$
|
28,907
|
|
|
$
|
41,107
|
|
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
Benefits
Officers of the Bank are provided
hospitalization, major medical, short and long-term disability insurance, dental
insurance, and term life insurance under group plans with generally the same
terms as are offered to all full-time employees.
Employment
Contracts
Neither Atlantic BancGroup nor the Bank
has employment agreements with any of its employees. The three named executive
officers however, have Change in Control Agreements that will provide them with
cash payments of 2.99 times their annual compensation, if they are terminated or
resign following a change in control of the Company.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, executive officers,
and principal shareholders (defined as individuals owning 5% or more of Atlantic
BancGroup common stock) of Atlantic BancGroup are customers of, and have banking
relations with, the Bank. Loans made to these individuals are governed under the
provisions of Section 22(h) of the Federal Reserve Act. Section 22(h) requires
that any loans made by the Bank to such individuals, or to any related interest
of such individuals, must: (i) be on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with non-affiliated parties and; (ii) not involve more than the
normal risk of repayment or present other unfavorable features. These
restrictions do not affect preferential loans to full-time employees who are not
directors or executive officers of Atlantic BancGroup or the Bank. Atlantic
BancGroup has no loans outstanding to its directors or officers that are not
performing according to the terms of such loans. As of December 31, 2008, the
Bank’s aggregate outstanding balances on loans to directors and executive
officers of Atlantic BancGroup and the Bank were $6,570,585, with $579,058 in
committed but undisbursed loans. There were no loans made to
individuals that would be considered principal shareholders.
Watson, Dykes & Schloth, P.A., in
which Atlantic BancGroup’s director Gordon K. Watson is a shareholder, is a law
firm that handles some of the Bank’s mortgage closings. The fees received for
such services are paid by the borrowers and are the same fees charged to
borrowers from other unaffiliated banks.
|
|
PROPOSAL
II. RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT
AUDITOR FOR THE FISCAL YEAR ENDING
DECEMBER
31, 2009
|
|
Following consultation with the Audit
Committee, the Board of Directors intends to retain the accounting firm of
Mauldin, Jenkins, Certified Public Accountants, LLC (“Mauldin, Jenkins”), as the
independent accountants for Atlantic BancGroup and the Bank for the
fiscal
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
year
ending December 31, 2009. A representative from Mauldin, Jenkins is
expected to be present at the Annual Meeting to make a statement and to respond
to any shareholder questions.
Audit Fees:
The aggregate
fees billed for professional services by Mauldin, Jenkins, in connection with
the audit of the annual financial statements and the reviews of the financial
statements included in Atlantic BancGroup’s quarterly filings with the
Securities and Exchange Commission for the fiscal years ended December 31, 2008
and 2007 were $60,000 and $48,000, respectively.
Audit-Related Fees:
In 2008,
Mauldin, Jenkins’ also billed Atlantic BancGroup $12,000 for fees reasonably
related to the performance of its audit and reviews of financial statements,
(principally consumer compliance and Bank Secrecy Act services and accounting
research), which included courier costs and postage for
confirmations. In 2007, Mauldin, Jenkins billed similar fees in the
amount of $10,500.
Tax Fees
:
Mauldin,
Jenkins’ had no tax-related fees in 2008 or 2007.
All Other Fees:
In 2008 and
2007,
Mauldin,
Jenkins charged no additional fees to those fees described above.
In all
instances, Mauldin, Jenkins’ performance of those services was pre-approved by
Atlantic BancGroup’s Audit Committee, pursuant to its internal policies, except
for the category of All Other Fees, which is less than 5% of the total
fees.
In order
to be approved, this Proposal must receive the affirmative votes of the holders
of a majority of the outstanding shares of Atlantic BancGroup’s common stock. If
the shareholders do not vote in favor of the appointment of Mauldin, Jenkins,
the Board of Directors will consider the selection of other
accountants.
The Board of Directors Recommends
that Shareholders Vote “For” the Ratification of Mauldin, Jenkins, Certified
Public Accountants, LLC, as the Independent Accountants for the Fiscal Year
Ending December 31, 2009.
|
|
PROPOSAL
III. ADJOURNMENT OF ANNUAL MEETING
|
|
The Board of Directors seeks your
approval to adjourn the Annual Meeting in the event that there are not a
sufficient number of votes to approve Proposals I or II at the Annual
Meeting. In order to permit proxies that have been timely received by
Atlantic BancGroup to be voted for an adjournment, we are submitting this item
as a separate matter for your consideration.
If it is
necessary to adjourn the Annual Meeting and the adjournment is for a period of
less than 30 days, no notice of the time or place of the reconvened meeting will
be given to shareholders, other than an announcement made at the Annual
Meeting.
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
The
Board of Directors Recommends that Shareholders Vote “For” the Approval of the
Adjournment of the Annual Meeting.
SECTION
16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities
Exchange Act of 1934 requires our officers, directors, and any person who
beneficially owns more than 10% of our common stock to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Executive
officers, directors, and more than 10% shareholders are required by regulation
to furnish us with copies of all Section 16(a) forms which they file. During
2008, certain of our directors and executive officers who own our stock filed
Form 3s or Form 4s with the Securities and Exchange Commission. The information
on these filings reflects the current ownership position of all such
individuals. To the best of our knowledge, during 2008 all such filings by our
officers and directors were made timely except for one Form 4 that was
inadvertently filed late by Frank J Cervone. We have no record of any person
having beneficial ownership of 10% or more of Atlantic BancGroup common
stock.
SHAREHOLDER
PROPOSALS
In order to be eligible for inclusion
in Atlantic BancGroup’s proxy materials for the 2010 Annual Meeting, any
shareholder’s proposal to take action at that Meeting must be received at our
corporate office at 1315 South Third Street, Jacksonville Beach,
Florida 32250, no later than November 26, 2009. Shareholder proposals shall
be subject to the requirements of the proxy rules (Regulation 14A) adopted under
the Securities Exchange Act of 1934, as amended.
NOTICE
OF BUSINESS TO BE CONDUCTED AT AN
ANNUAL
MEETING AND SHAREHOLDER NOMINATIONS
Our Bylaws provide an advance notice
procedure for bringing certain business, including nominations for directors,
before an Annual Meeting. For a shareholder to properly bring business before an
Annual Meeting, the shareholder must give written notice to Atlantic BancGroup’s
Corporate Secretary not less than ten days before the time originally fixed for
such meeting.
COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
Atlantic BancGroup has no formal
procedures for shareholders to communicate with the Board of Directors. Should a
shareholder wish to submit a written communication to the Board, the shareholder
may mail or deliver such communication to
Barry W. Chandler, President and
Chief Executive Officer, Atlantic BancGroup, Inc.,
1315 South Third Street
,
Jacksonville Beach
,
Florida
32250
. Should a shareholder
wish to address the Board in person, the shareholder may submit a request to Mr.
Chandler. Depending on the matter the shareholder wishes to discuss with the
Board and the Board’s schedule, the Board will consider such a request in
determining whether to invite the shareholder to a Board
meeting.
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
SOLICITATION
The cost of soliciting proxies on
behalf of the Board of Directors for the Annual Meeting will be borne by
Atlantic BancGroup. Proxies may be solicited by directors, officers, or our
regular employees, in person or by telephone, e-mail, or mail. We are requesting
persons and entities holding shares in their names, or in the names of their
nominees, to send proxy materials to, and obtain proxies from, such beneficial
owners. Those persons and entities will be reimbursed for their reasonable
out-of-pocket expenses.
OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE
THE
ANNUAL MEETING
The Board of Directors knows of no
other business that will be presented for consideration at the Annual Meeting,
other than those matters described in this Proxy Statement. If any other matter
should properly come before the Annual Meeting, however, it is intended that the
proxies solicited hereby will be voted in accordance with the judgment of the
person or persons voting the proxies. If you do not wish to extend such
authority, you may limit your proxy by marking the appropriate box on the Proxy
Card enclosed with this Proxy Statement.
AVAILABILITY
OF ADDITIONAL INFORMATION
Accompanying this Proxy Statement is
Atlantic BancGroup’s 2008 Form 10-K, which includes our audited financial
statements. Form 10-K also serves as our Annual Report to Shareholders and
Annual Disclosure Statement. Additional copies of Atlantic BancGroup’s Annual
Report on Form 10-K are available to shareholders at no charge. Any shareholder
who would like an additional copy may contact
David L. Young, Corporate Secretary
and Chief Financial Officer, Atlantic BancGroup, Inc.,
1315 South Third Street
,
Jacksonville Beach
,
Florida
32250
, or by telephone number (904)
247-9494.
Atlantic BancGroup currently files
periodic reports (including Form 10-Ks, Form 10-Qs, Proxy Statements, etc.) with
the Securities and Exchange Commission. These periodic reports are filed
electronically via EDGAR by Atlantic BancGroup and can be inspected and copied
at the public reference facilities maintained by the Securities and Exchange
Commission at its Public Reference Section, 450 Fifth Street, N.W., Washington,
DC 20549. The Securities and Exchange Commission maintains a website that
contains registration statements, reports, proxy and information statements, and
other information regarding registrants that file electronically with the
Securities and Exchange Commission. Information filed by Atlantic BancGroup is
available for review on this website. The address of the website is
www.sec.gov.
Atlantic
BancGroup, Inc.
March
26, 2009
ATLANTIC
BANCGROUP, INC. • PROXY STATEMENT
1315 South Third Street •
Jacksonville Beach, Florida
32250
Charter
of The Audit Committee of
The
Board of Directors of Atlantic BancGroup, Inc.
Purpose
The Audit
Committee is appointed by the Board of Directors (the "Board") of Atlantic
BancGroup, Inc. (the "Company") to assist the Board in overseeing (1) the
integrity of the Company's accounting processes and the audits of the Company’s
financial statements, (2) the Company's compliance with legal and regulatory
requirements, (3) the independent auditor's qualifications and independence, and
(4) the performance of the Company's internal audit function and independent
auditors.
The Audit
Committee shall prepare the report required by the rules of the Securities and
Exchange Commission (the "Commission") to be included in the Company's annual
proxy statement, or, if the Company does not file a proxy statement, in the
Company's Annual Report on Form 10-KSB.
The Audit
Committee shall consist of no fewer than three members. The members of the Audit
Committee shall meet the independence and experience requirements of the Nasdaq
Stock Market Rule 4200 (a), as amended and Section 10A(m)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the
Commission, in that each member may not receive directly or indirectly any
compensation from the Company and must be free from any other relationships that
would interfere with the exercise of his or her independent
judgment. Each member of the Audit Committee must be financially
literate; as such qualification is interpreted by the Company's Board in its
business judgment, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee. No member
shall have participated in the preparation of the Company’s or one of its
subsidiaries’ financial statements at any time during the previous three
years. In addition, at least one member of the Audit Committee must
have accounting or related financial management expertise, as the Company's
Board interprets such qualification in its business judgment, such that the
individual is deemed financially sophisticated.
Audit
Committee members shall not simultaneously serve on the audit committees of more
than two other public companies unless the Board determines that such
simultaneous service would not impair the ability of such member to effectively
serve on the Audit Committee, in which case the Company shall disclose such
determination in its annual proxy statement or, if the Company does not file an
annual proxy statement, in the Company's annual report on Form 10-KSB. The
members of the Audit Committee shall be appointed by the Board. Audit Committee
members may be replaced by the Board.
If a
member should cease to be independent, such member may remain on the Audit
Committee until the earlier of the date of the next annual meeting of
shareholders or one year from the date such loss of independence
occurred. Provided, however, that the Company must report this loss
of independence to Nasdaq.
The Audit
Committee shall meet as often as it determines, but not less frequently than
quarterly. The Audit Committee shall meet separately on a periodic basis with
management, the internal auditor and the independent auditor. The Audit
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee. The
Audit Committee may conduct executive sessions
with the
independent auditors, CEO, CFO, Internal Audit Director, general counsel,
outside counsel, and anyone else as desired by the Audit Committee.
The Audit
Committee shall be directly responsible for the appointment, compensation,
retention, and oversight of the work of any registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Company. In addition, the Audit
Committee shall have the authority to determine if the Company’s independent
auditor should be terminated. The Audit Committee shall have the sole
authority to approve all audit engagement fees and terms, as well as approve
non-audit engagements with the independent auditors. The Audit Committee shall
be directly responsible for the oversight of the work of the independent
auditor, including resolution of disagreements between management and the
independent auditor. The registered public accounting firm shall report directly
to the Audit Committee.
The Audit
Committee shall preapprove all auditing services and permitted non-audit
services to be performed for the Company by its independent auditor, subject to
the de minimis exceptions for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior
to the completion of the audit. The Audit Committee may delegate to one or more
designated members of the Audit Committee authority to grant preapprovals of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant preapprovals shall be presented to the full Audit
Committee at its next scheduled meeting.
The Audit
Committee shall have the authority, to the extent it deems necessary or
appropriate to carry out its duties, to engage independent counsel or other
advisors. The Company shall provide for appropriate funding, as determined by
the Audit Committee, (i) for payment of compensation to any registered public
accounting firm engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Company, (ii) for
payment of compensation to any advisors employed by the Audit Committee, and
(iii) for payment of ordinary administrative expenses of the Audit Committee,
which are necessary or appropriate to carry out its duties.
The Audit
Committee shall make regular reports to the Board, and shall serve as a channel
of communication between the independent auditor and the Board. The
Audit Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval. The Audit
Committee shall annually review the Audit Committee's own
performance.
The Audit
Committee shall review with management the policies and procedures with respect
to officers’ expense accounts and prerequisites, including their use of
corporate assets, and consider the results of any review of these areas by the
internal auditor or the independent auditors. The Audit Committee
shall inquire of the CEO and CFO regarding the “quality of earnings” from a
subjective as well as an objective standpoint.
The Audit
Committee shall establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters. In addition, the Audit Committee shall
develop procedures for the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters, and review the
status of any complaints.
The Audit
Committee, to the extent it deems necessary or appropriate, shall:
Financial Statement and
Disclosure Matters
|
|
1.
|
Review
and discuss with management and the independent auditor the annual audited
financial statements and quarterly financial statements, including
disclosures made under "Management's Discussion and Analysis of Financial
Condition and Results of
Operations."
|
|
|
2.
|
Recommend
to the Board whether the annual audited financial statements should be
included in the Company's Annual Report on Form 10-KSB and whether the
quarterly financial statements should be included in the Company's
Quarterly Report on Form 10-QSB.
|
|
|
3.
|
Discuss
and review with management and the independent auditor significant
financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any
significant changes in the Company's selection or application of
accounting principles, any major issues as to the adequacy of the
Company's internal controls and any actions taken in light of material
control deficiencies.
|
|
|
4.
|
Review
reports from the independent auditor
regarding:
|
|
|
a.
|
All
critical accounting practices to be
used.
|
|
|
b.
|
All
alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the independent
auditor.
|
|
|
c.
|
Other
material written communications between the independent auditor and
management, such as any management letter or schedule of unadjusted
differences.
|
|
|
5.
|
Discuss
with, the independent auditors and/or
management:
|
|
|
a.
|
All
critical accounting policies and practices to be used and significant
financial reporting issues.
|
|
|
b.
|
All
alternative treatments of financial information within generally accepted
accounting principles including the ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by the
independent auditor.
|
|
|
c.
|
The
effect of regulatory and accounting initiatives as well as off-balance
sheet structures on the Company's financial
statements.
|
|
|
d.
|
The
type and presentation of information to be included in earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP
information, as well as financial information and earnings guidance
provided to analysts and rating
agencies.
|
|
|
6.
|
Discuss
with management the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the
Company's risk assessment and risk management
policies.
|
|
|
7.
|
Discuss
with the independent auditor any difficulties encountered by the auditor
in the course of the audit work, including any restrictions on the scope
of activities or access to requested information, any significant
disagreements with management, accounting adjustments that were noted or
proposed by the auditor but were passed, any "management" or "internal
control" letter
|
issued,
or proposed to be issued, by the audit firm to the Company, and the
responsibilities, budget and staffing of the Company's internal audit
function.
|
|
8.
|
Review
disclosures made to the Audit Committee by the Company's CEO and CFO
during their certification process for the Annual Report on Form 10-KSB
and Quarterly Report on Form 10-QSB about any significant deficiencies in
the design or operation of internal controls or material weaknesses
therein and any fraud involving management or other employees who have a
significant role in the Company's internal
controls.
|
|
|
9.
|
Review
and approve all related party transactions consistent with the rules
applied to companies listed on The Nasdaq National
Market.
|
Oversight of the Company's
Relationship with the Independent Auditor
|
|
|
|
|
|
10.
|
Obtain
and review a report from the independent auditor at least annually
regarding (a) the independent auditor's internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out
by the firm, and any steps taken to deal with any such issues, and (c) all
relationships between the independent auditor and the
Company.
|
|
|
11.
|
Evaluate
the qualifications, performance and independence of the independent
auditor, including a review and evaluation of the lead partner of the
independent auditor. The Audit Committee shall receive from the
independent auditor a formal written statement delineating all
relationships between the independent auditor and the Company, in
compliance with Independence Standards Board Standard No.
1. The Audit Committee shall actively discuss with the
independent auditor any disclosed relationships or services that may
impact the objectivity and independence with the auditor, and if necessary
take appropriate action to ensure that the independent auditor remains
independent. The Audit Committee shall present its conclusions
with respect to the independent auditor to the
Board.
|
|
|
12.
|
Ensure
the rotation of the audit partners as required by law. Consider whether,
in order to assure continuing auditor independence, it is appropriate to
adopt a policy of rotating the independent auditing firm on a regular
basis.
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13.
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Set
clear hiring policies for the Company's hiring of employees or former
employees of the independent auditor taking into account the pressures
that may exist for auditors consciously or subconsciously seeking a job
with the Company.
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Oversight of the Company's
Internal Audit Function
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14.
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Review
the appointment and replacement of the senior internal auditing
executive. In consultation with the independent auditor,
consider the adequacy of the Company’s internal financial controls to
assure that the Company’s assets are properly safeguarded, and review the
financial statements are presented fairly and are in conformity with
generally accepted accounting
principles.
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15.
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Review
the significant reports to management prepared by the internal auditing
department and management's responses. On a quarterly basis
discuss the following with management and the independent auditors, if
necessary: 1) any significant deficiency in the system or operation of
internal controls which could adversely affect the Company’s ability to
record, process, summarize, or report financial data; and 2) any fraud,
whether or not material, that involves the management or other employees,
which could affect the Company’s internal controls. In
addition, review any changes required in the scope of internal audit,
review and approve the agenda submitted by the Internal Audit Director,
review the internal audit budget and staffing, review
the
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internal
audit charter, and review the compliance with the Institute of Internal
Auditors’ Standards for the Professional Practice of Internal
Auditing.
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16.
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Review
with the full board any issues that arise with respect to the performance
of the internal audit function.
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Compliance Oversight
Responsibilities
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17.
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Discuss
with the independent auditor whether, in the course of conducting their
audit, it detected or otherwise became of aware of information indicating
that an illegal act (whether or not perceived to have a material effect on
the Company's financial statements) has or may have occurred, and if so,
the actions taken by the independent auditors in accordance with Section
10A(b) of the Exchange Act.
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18.
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Obtain
reports from management, the Company's senior internal auditing executive
and the independent auditor that the Company and its subsidiary are in
conformity with applicable legal requirements and the Company's Code of
Business Conduct and Ethics. Review reports and disclosures of insider and
affiliated party transactions. The Audit Committee shall
periodically review the Corporate Code of
Conduct.
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19.
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Discuss
with management and the independent auditor any correspondence with
regulators or governmental agencies and any published reports which raise
material issues regarding the Company's financial statements or accounting
policies.
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20.
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Discuss,
on at least an annual basis, with the Company's legal counsel, matters
that may have a material impact on the financial statements or the
Company's compliance with applicable laws, regulations, or Company
policies.
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While the
Audit Committee has the responsibilities and powers set forth in this Charter,
it is not the duty of the Audit Committee to conduct audits or to prepare the
Company's financial statements and disclosures in accordance with generally
accepted accounting principles and applicable rules and regulations. These are
the responsibilities of management and the independent auditor.