The purpose of the Audit Committee (Committee) of the Board (Board) of Directors of Summit State Bank (Bank) is to (1) Assist the Board with oversight of the integrity of the Bank's financial statements, the Bank's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and the performance of the Bank's internal audit function and independent auditors; (2) prepare the report that the rules of the Federal Deposit Insurance Corporation (“FDIC”) require be included in the Bank's annual proxy statement; and (3) Maintain an open line of communication with management and staff when compliance issues may arise.
The Committee shall consist of three (3) or more directors, each of whom shall:
No member of the Audit Committee, including the Chair, may simultaneously serve on the audit committee of more than two other corporations besides the Bank, unless the Board of Directors determines that such simultaneous service would not impair the director's ability to effectively serve on the Bank's Audit Committee and such determination is disclosed in the Bank's proxy statements relating to its annual meetings of shareholders.
The Board of Directors reserves all authority permitted under the rules of the FDIC and the relevant listing authority in connection with any matter referred to in this Charter, including but not limited to the determination of independence of Audit Committee members.
A quorum of the committee shall consist of a majority of members, but not less than two (2) members. The Committee shall meet in person, by phone, or via video conference as often as needed in order to fulfill the duties and responsibilities outlined in this Charter and in the Audit Committee policy. The Committee Chairman shall have the authority to call any Committee meetings other than meetings set by the Board. The Committee may have in attendance such other members of management and persons as it may deem necessary to provide appropriate information and explanations. The Chairperson of the Committee will report back to the full Board the recommendations of the Committee.
General Responsibilities
The Audit Committee has the specific responsibilities and authority necessary to comply with Rule 10A3(b)(2), (3), (4) and (5) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as summarized in the Audit Committee Policy.
The Board of Directors recognizes that the Bank's management is responsible for preparing the Bank's financial statements and providing an appropriate system of internal controls and that independent auditors are responsible for auditing the financial statements and reviewing the Bank's internal controls.
In fulfilling these responsibilities, the independent auditors are ultimately accountable to the Audit Committee and management is ultimately accountable to the Audit Committee and the Board of Directors.
Nothing in this Charter should be construed to imply that the Audit Committee is required to provide or does provide any assurance or certification as to the Bank's financial statements or systems of internal controls, or as to its compliance with laws, rules or regulations.
In order to fulfill its oversight responsibility, the Audit Committee must be capable of conducting free and open discussions with management, internal and independent auditors, employees and others regarding the quality of the financial statements and the system of internal controls.
Committee Duties and Responsibilities
The specific duties of the Audit Committee shall be as follows, with details outlined in the Audit Committee Policy:
DOCUMENTATION AND REPORTING
The Audit Committee shall regularly report its activities, concerns, conclusions and recommendations to the Board of Directors, reviewing with the Board any issues that arise with respect to the quality or integrity of the Bank's financial statements, the Bank's compliance with legal or regulatory requirements, the performance and independence of the Bank's independent auditors, or the performance of the internal audit function. Meeting minutes are required by this Committee and should be presented to the full board after every Audit Committee meeting.
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Summit State Bank will never phone, text or email you to request private information such as account number, social security number, card number, or password. Do not respond to requests for such information.
When logging in, you may be prompted to use a one-time code, in addition to your username and password. This code will be communicated to you through either an automated voice call or a text message.