Community Bancorp. is a public company subject to the provisions of Sarbanes Oxley and other regulatory legislation
Community Bancorp.’s stock is not listed on any exchange, being traded on the over-the-counter bulletin board. Listed companies have to comply with the independence standards of their exchange (NYSE, AMEX, or NASDAQ). Since Community Bancorp. is not currently listed on an exchange, we can choose which standard to follow. We have elected to follow the NASDAQ standard as we are most similar to the smaller companies listed on NASDAQ.
Under NASDAQ standards, an independent director is a person other than an officer or employee of the Company or the Bank or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director.
A director of the Company is not considered independent if he or she:
has been employed in any capacity by the Company or the Bank during the past three years; has accepted, or has a close family member who accepted, any payments from the Company or the Bank in excess of $120,000 in any consecutive twelve-month period during the last three years, except for:
- payments relating to ordinary loan or deposit relationships with the Bank
- compensation for Board service
- compensation paid to a close family member who is not an officer of the Company or the Bank
- certain retirement benefits or non-discretionary compensation and
- payments arising solely from investments in the Company’s common stock;
has a close family member who during the past three years was an executive officer of the Company or the Bank;
has been a principal, or has a close family member who was a principal, of any organizations to which the Company made or from which it received payments, in any of the past three years, that exceeded the greater of $200,000 or 5% of the annual consolidated gross revenues of the other entity;
has been an executive officer of any other entity, or has a close family member who was an executive officer of any other entity, where any of the Company’s executives serves on that other entity’s compensation committee; or
has been, or had a family member who was, a partner or employee of the Company’s independent auditor at any time during the last three years.
Based on the foregoing, all incumbent directors are independent within the meaning of the listing standards of NASDAQ as the committee understands them with the exception of Mr. Marsh who is an executive officer of the Company and Mr. Couture, who is the brother of the Bank’s CFO and Company Treasurer. Any executive officer who retires from the Company will be subject to Director Independence rules for three more years after retirement.
The policy of the Company shall be that a majority of the Board will be independent, as defined.