to elect seventeennineteen Directors to our Board of Directors to serve a one-year term;

to approve the 2020 Stock Incentive Plan;

to ratify the appointment of Elliott Davis, Decosimo, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2017;2020;

to transact such other business as may properly come before the Annual Meeting or any adjournment of the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDERS’ MEETING TO BE HELD APRIL 11, 201714, 2020

This Proxy Statement (providing important information for the Annual Meeting) and the Company’s Annual Report (which includes its Annual Report on Form 10-K as filed with the Securities and Exchange Commission) accompany this Notice. The Proxy Statement and 20162019 Annual Report to Shareholders are available athttp://www.banksc.com and athttp://www.proxyvote.com.

Who is Entitled to Vote?

The Board of Directors of the Company has fixed the close of business on February 23, 2017,27, 2020, as the record date for Shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders. Only holders of record of Bank of South Carolina Corporation’s Common Stock on that date are entitled to notice of and to vote at the Annual Meeting. Each Shareholder is entitled to one vote for each share of Bank of South Carolina Corporation Common Stock that the Shareholder owns; provided, however, that the Shareholders have cumulative voting rights for the election of Directors. The right to cumulate votes means that the Shareholders are entitled to multiply the number of votes they are entitled to cast by the number of Directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. On February 23, 2017,14, 2020, there were 4,962,189approximately 5,530,363 shares of Bank of South Carolina Corporation’s Common Stock outstanding and entitled to vote at the Annual Meeting.

How Do I Vote?

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of four ways.

How Do I Vote at the Annual Meeting?

Proxies are solicited to provide all Shareholders of record on the voting record date an opportunity to vote on matters scheduled for the Annual Meeting and described in these materials. You are a Shareholder of record if your shares of Bank of South Carolina Corporation Common Stock are held in your name. If you are a beneficial owner of Bank of South Carolina Corporation Common Stock held by a broker, bank or other nominee (i.e., in “street name”), please see the instructions in the following question.

Shares of Bank of South Carolina Corporation Common Stock can only be voted if the Shareholder is present in person or by Proxy at the Annual Meeting. To ensure your representation at the Annual Meeting, the Board recommends that you vote by Proxy even if you plan to attend the Annual Meeting. You can always change your vote at the meeting if you are a Shareholder of record.

Voting instructions are included in this material. Shares of Bank of South Carolina Corporation Common Stock represented by properly executed Proxies will be voted by the individuals named on the Proxy (selected by The Board of Directors) in accordance with the Shareholder’s instructions. Where properly executed Proxies are returned with no specific instructions as how to vote at the Annual Meeting, the persons named in the Proxy will vote the shares“For” the proposals as recommended by the Board of Directors. If any other matters are properly presented at the Annual Meeting for action, the persons named in the enclosed Proxy and acting thereunder will have the discretion to vote on these matters in accordance with their best judgment.

As a Shareholder of Bank of South Carolina Corporation Common Stock, you may receive more than one Proxy card depending on how your shares are held. For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children. In this case, you will receive three separate Proxy cards to vote.

What if My Shares Are Held in Street Name?

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of Director Nominees. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of Directors, your bank or broker was allowed to vote those shares on your behalf as they deemed appropriate. Due to changes in regulations, your bank or broker no longer has the ability to vote your uninstructed shares on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of Directors, no votes will be cast on your behalf.

If your shares are held in street name, you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or a letter from the record holder of your shares, are examples of proof of ownership. If you want to vote your shares of Common Stock held in street name in person at the Annual Meeting, you will have to get a written Proxy in your name from the broker, bank or other nominee who holds your shares.

The solicitation of Proxies on behalf of the Board of Directors is conducted by Directors, officers and regular employees of the Company and its wholly owned subsidiary, The Bank of South Carolina (the “Bank”), at no additional compensation over regular salaries. The cost of printing and mailing of all Proxy materials has been paid by the Company. Brokers and others involved in handling and forwarding the Proxy materials to their customers having beneficial interests in the stock of the Company registered in the names of Nominees will be reimbursed for their reasonable expenses in doing so.

How Many Shares Must Be Present to Hold the Meeting?

A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by Proxy, of at least a majority of the shares of Bank of South Carolina Corporation Common Stock entitled to vote at the Annual Meeting as of the record date shall constitute a quorum. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.

What if a Quorum is Not Present at the Meeting?

If a quorum is not present at the scheduled time of the meeting, a majority of the Shareholders present or represented by Proxy may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given unless the meeting is adjourned for 30 days or more. An adjournment will have no effect on the business that may be conducted at the meeting.

Will Cumulative Voting Apply for the Election of Directors?

The solicitation of Proxies on behalf of the Board of Directors includes a solicitation for discretionary authority to cumulate votes.

How will votes be counted?

With respect to all proposals, shares will not be voted in favor of the matter, and will not be counted as voting on the matter, if they either (1) abstain from voting on a particular matter, or (2) are “broker non-votes.” Banks, brokers and other nominees who do not receive instructions with respect to Proposals 1, 2, or 23 will not be allowed to vote these shares, and all such shares will be “broker non-votes” rather than votes “for” or “against.” Accordingly, abstentions and “broker non-votes” for a particular proposal will not be counted as votes cast to determine the outcome of a particular proposal. With respect to Proposal 1, the election of Directors of the Company, cumulative voting will be allowed and election will be by plurality of votes cast. With respect to Proposal 2 itand 3, each proposal will be approved if more votes are cast for the proposal than votes cast against.

May I Revoke My Proxy?

Any Shareholder executing a Proxy for the meeting on the Proxy Form provided may revoke the Proxy in writing delivered to the President of the Company prior to the meeting or by attending the meeting and voting in person.

PROPOSAL 1 –1: ELECTION OF DIRECTORS:

Our by-laws provide for a Board of Directors consisting of not fewer than 15 individuals and not more than 25 individuals. The number of Directors may be increased or decreased from time to time by majority vote of the Board of Directors or the Shareholders.

The Board of Directors proposes that the 17nineteen nominees described below be elected for a new term expiring at the 20182021 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. Each nominee has agreed to serve if elected. If any named nominee is unable to serve, the Board of Directors, upon the recommendation of the Nominating Committee, may select different nominees for election as Directors.

The name of each Nominee designated by the Board of Directors of the Company for election as a Director of the Company and certain information provided by such Nominee to the Company are set forth in the table below. Two of the current NomineesHugh C. Lane, Jr, an Executive Officer, Charles G. Lane, and William L. Hiott, Jr served as initial Directors of the Bank from October 22, 1986, when the Bank’s charter was issued until the first Annual Meeting of Shareholders on April 14, 1987, and were elected to serve a one-year term at such Annual Meeting. These twoMeeting and subsequent Annual Meetings. The Shareholders elected Hugh C. Lane, Jr, an Executive Officer, Charles G. Lane, and William L. Hiott, Jr to the Board of Directors of the Bank wereCompany upon its organization in 1995. The Shareholders elected Alan I. Nussbaum, MD as a Director of the Company during 1999 and elected to serve one-year terms at subsequent Annual Meetings. These two original Directors of the Bank wereThe Shareholders elected Directors of the Company upon its organization in 1995. Alan I. Nussbaum, MD and Edmund Rhett, Jr., MD, were first elected as Directors of the Company during 1999. Dr. Linda J. Bradley McKee, CPA was first elected as a Directorto the Board of Directors of the Company during 2002. They were all re-elected as Directors of the Company2002 and elected to serve one-year terms at subsequent Annual Meetings. Graham M. Eubank, Jr., Richard W. Hutson, Jr. and Malcolm M. Rhodes, MD were elected pursuant to the By-Laws of the Company on December 16, 2004, and were elected to serve one-year terms at subsequent Annual Meetings. Fleetwood S. Hassell, an executive officer, was first elected by the Shareholders on April 11, 2006 at the Annual Meeting, and was elected to serve one-year terms at subsequent Annual Meetings. Glen B. Haynes, DVM was first elected by the Shareholders on April 10, 2007, at the Annual Meeting and was elected to serve one-year terms at subsequent Annual Meetings. David W. Bunch was first elected by the Shareholders on April 14, 2009, at the Annual Meeting and was elected to serve one-year terms at subsequent Annual Meetings.  Edmund Rhett, Jr. MD served as a Director from 1999-2018 and is a nominee this year.  Sheryl G. Sharry previously serving as an Executive Officer, was first elected by the Shareholders on April 13, 2010, and was elected to serve one-year terms at subsequent Annual Meetings. Steve D. Swanson served on the Board from 2002 to 2007. Mr. Swanson rejoined the Board of Directors after being elected by the shareholders on April 12, 2011, and was elected to serve one-year terms at subsequent Annual Meetings. The Shareholders elected Douglas H. Sass, an Executive Officer, and Elizabeth M. Hagood were firstto the Board of Directors on April 9, 2013, and elected to serve one-year terms at subsequent Annual Meetings. Karen J. Phillips was elected to serve on the Board of Directors by the Shareholders on April 9, 2013,11, 2017 and were elected to serve a one-year termterms at subsequent Annual Meetings. The Shareholders elected Susanne K. Boyd and Eugene H. Walpole, IV, Executive Officers, to the Board of Directors on April 10, 2018 and elected to serve one-year terms at subsequent Annual Meetings.

Karen J. Philips was recommended for nomination by the Nominating Committee of the Board of Directors. This recommendation was approved by the Board of Directors on January 26, 2017 and will be voted on at the 2017 Annual Meeting..

The Board of Directors believes that it is necessary for each one of our Directors to possess many qualities and skills.skills to fulfill his or her role successfully. When searching for new candidates, the Nominating Committee considers the evolving needs of the Board of Directors and searches for candidates that fill any current or anticipated future gap. The Board of Directors also believes that all Directors must possess a considerable amount of business management (such as experience as a Chief Executive Officer or Chief Financial Officer) and educational experience. The Nominating Committee first considers management experience and then considers issues of judgment, background, stature, conflicts of interest, integrity, ethics, and commitment to the goal of maximizing Shareholder value when considering Director candidates. The Nominating Committee focuses on issues of diversity, such as diversity in gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board of Directors and the Nominating Committee believe that it is essential that the Board Members represent diverse viewpoints. In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing Directors for re-election, the individual’s contributions to the Board are also considered.

Certain information with respect to each of the nominees is set forth below, including his or her principal occupation, qualifications, and directorships during the past five years. The nominees were each recommended to the Board of Directors by the Nominating Committee, whose goal is to assemble a Board that operates cohesively, encourages candid communication and discussion, and focuses on activities that help us maximize Shareholder value.value, recommends each of the nominees to the Board of Directors. The Nominating Committee also looks at the individual strengths of Directors, their ability to contribute to the Board, and whether their skills and experience complement those of the other Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH“FOR ALL” OF THE NOMINEES.

Executive Officer Directors and Nominees

Ms. Boyd has been with the Bank since 1997 and has served as the Courier Teller, Check Card Specialist, Electronic Banking Officer, Information Security Officer, Assistant Vice President, Vice President, and Senior Vice President of Operations and Technology. She has served as the Chief Operating Officer for the Bank and the Corporation since November 2015 and was named Executive Vice President for the Bank and Corporation in December 2017. Ms. Boyd is a graduate of College of Charleston, South Carolina Bankers School and Georgia Bankers Association Southern Operations and Technology School. She has received training in Information Security, Administration of the Bank’s core system, Internet Banking Compliance and Cyber Crime and is a Certified Regulatory Vendor Program Manager. Ms. Boyd has served on the South Carolina Bankers Association Operations Committee and has been a member of the InfraGard South Carolina Chapter. Ms. Boyd serves on the Executive/Long-Range Planning Committee and Asset Liability/Investment Committee.

The Nominating Committee recommends the re-election of Ms. Boyd to the Board of Directors given her broad and unique experience in banking, in-depth knowledge of the technology and its risks related to banks, and continued commitment to the success of the Company.

Mr. Hassell has been with Thethe Bank of South Carolina since its organization in 1986. He began as an Assistant Vice President for commercial lending and business development.During his career of over thirty five years in banking, Mr. Hassell has held the position of Assistant Vice President, Vice President, Senior Vice President, Executive Vice President, Senior Lender, and Senior Lender. Effective April 11, 2012 Mr. Hassell was electednow, President/Chief Executive Officer. Born and raised in Charleston, SC, Mr. Hassell graduated from Porter Gaud High School and earned a BS and MBA from the University Ofof South Carolina School Ofof Business. Mr. Hassell began his banking career in 1983 as a management trainee at the Citizens and Southern National Bank of South Carolina. He was elected to the Board of Directors of the Bank of South Carolina and its parentthe Company in 2006. In addition to serving onCurrently, Mr. Hassell is the BoardChairman of the BankTrident United Way and the Company, Mr. Hassell has served on the Boards of the Kidney Foundation, Crime Stoppers, Atlantic Coast Conservation Association, Trident Tech Foundation, Charleston Breakfast Rotary Club (President), Charleston Day School (Treasurer), Porter Gaud School Alumni, the Preservation Society, and South Carolina Bankers Association. Currently, Mr. Hassell serves on the College of Charleston Foundation Board,  and the South Carolina Bankers Association Board. Mr. Hassell previously served on the South Carolina State Board of Financial Institutions and the Association of the Blind and Visually Impaired Board and the Trident United Way Board. In January 2012, Mr. Hassell was appointed toserves on the South Carolina State Board of Financial Institutions.Executive/Long-Range Planning Committee, Asset Liability/Investment Committee, Community Reinvestment Act Committee, and Loan Committee.

Given Mr. Hassell’s experience in banking, his strong background in commercial lending and business development and his current participation and contributions made to the Board of Directors and its committees, the Nominating Committee recommendedrecommends his re-election to the Board.

Mr. Lane, brother of Charles G. Lane, has been with Theorganized the Bank of South Carolina since its organization in 1986. He1986, where he served as President/Chief Executive Officer of the Bank from 1986 and of the Company from 1995. On April 11, 2012, he announced his retirement as President/Chief Executive Officer.until 2012. He has served as Chairman of the Board of Directors of Thethe Bank of South Carolina since its organization in 1986, and Chairman of the Board of Directors of Bank of South Carolina Corporationthe Company since its organization in 1995. Mr. Lane was born in Charleston, SC. He graduated from Choate School in Wallingford, Connecticut and earned a BA in economics from the University of Pennsylvania. Mr. Lane began his banking career at Citizens and Southern National Bank of Georgia in Atlanta. His banking career also included working in the Bond, Leasing, and International Departments at the Chemical Bank in New York, City Executive of Citizens and Southern National Bank, Sumter South Carolina, and Executive Vice President, heading the Citizens and Southern National Bank’s Southern Region. Mr. Lane also served on the Board of Directors of Citizens and Southern National Bank of South Carolina for 14 years. Mr. Lane formerly served as an Administrator and Trustee of the Bank of South Carolina Employee Stock Ownership Plan and Trust. In addition to his responsibilities at The Bank of South Carolina, Mr. Lane has served as a member ofis the Advisory Committee for the ACE Basin National Estuarine Research Reserve System and is currentlyformer Chairman of the Charleston County Conservation Bank Board. He is a Trustee and pastBoard, former Vice Chairman of the Belle W. Baruch Foundation, Trustee and past Chairmanis currently Treasurer of the Board at Wofford College, past Chairman of South Carolina Independent Colleges & Universities, Trustee and past President of Charleston Museum, past Co-Chairman of the Community Relations Committee, past member of Advisory Committee for the Storm Eye Institute of the Medical University of South Carolina, and past member of the Board of Trident Urban League.Trustees of Ashley Hall School. He has been the recipient of Honorary Doctorates from Charleston Southern University, The Citadel, and Wofford College. He has also received the “Distinguished Citizen Award” from Wofford College National Alumni Council, the Avery Citizenship Award for outstanding community service, the Joseph P. Riley Leadership Award, and the Order of the Palmetto presented by the Governor of South Carolina. In 2015, Mr. Lane was inducted into the South Carolina Business Hall of Fame. Mr. Lane serves on the Executive/Long-Range Planning Committee, Asset Liability/Investment Committee, Community Reinvestment Act Committee, and Loan Committee.

The Nominating Committee has recommendedrecommends the re-election of Hugh C.Mr. Lane Jr., to the Board of Directors based on his background in economics, banking experience, knowledge of the financials of the Company,unique and hisvaluable perspective relevant to our Bank’s business and financial performance and strong commitment to the local community. In addition, the Committee considered his current contribution to the Board and his continued devotion to serving the Shareholders of the Company.

Mr. Sass joined Thethe Bank of South Carolina (“the Bank”) in January 1994. He began hishas over thirty five years of experience in banking careerand oversaw the implementation of the Bank’s Real Estate Appraisal Review Program. He has served in 1980 as management associate with Citizensvarious officer level positions at the Bank, including Security Officer, Appraisal Officer, and Southern National BankCRA Officer before becoming Executive Vice President and Senior Lender in April of South Carolina. Over a ten year period2012. Additionally, he was promoted to Branch Manageroversees the Bank’s Loan Department, Credit Department, and then Retail and Commercial Lender.Mortgage Origination Department. Mr. Sass serves as an Administrator and Trustee of the Bank of South Carolina Employee Stock Ownership Plan and Trust. He spent three years in the real estate appraisal business wherein he obtained a state real estate appraisal license. Mr. Sass joined the Bank as a Commercial Lender and Business Development Officer and oversaw implementation of its Real Estate Appraisal Review Program. He served as the Bank’s Security Officer, Appraisal Officer, and CRA Officer before becoming Executive Vice President and Senior Lender in April of 2012. He is charged with overseeing the Bank’s Loan Department, Credit Department, and Mortgage Origination Department. Mr. Sass is a native of Charleston and a graduate of The Citadel with a degree in Business Administration. He is a graduate of the South Carolina Bankers School at the University of South Carolina and The Graduate School of Bank Management at the University of Virginia. Mr. Sass has served on various committees of the South Carolina Bankers Association, currently serves as Vice President of The Charleston Museum and is on the Board of the Regents Tri-County Family Ministries and is active in other various civic organizations. Mr. Sass serves on the Executive/Long-Range Planning Committee, Asset Liability/Investment Committee, Community Reinvestment Act Committee, and Loan Committee.

GivenBased on Mr. Sass’s experience in banking, appraising, his strongrobust background in commercial lending and business development, and his continued devotion to the success of the Company, the Nominating Committee recommendedrecommends his re-election to the Board.

Mr. Walpole joined the Bank in September 2012. Since that time, he has served as an Assistant Vice President, Vice President, and Senior Vice President in the role of Risk Management Officer. In March 2016, Mr. Walpole was named Chief Financial Officer of the Bank and Corporation and, in December 2017, was named Executive Vice President of the Bank and Corporation. Mr. Walpole also serves as Administrator and Trustee of the Bank of South Carolina Employee Stock Ownership Plan and Trust. Prior to joining the Bank, Mr. Walpole spent four years performing financial statement audits, regulatory filing reviews, and Sarbanes-Oxley 404 compliance testing for publicly traded and privately held financial institutions. Mr. Walpole is a Charleston native and graduate of Presbyterian College, University of South Carolina, and South Carolina Bankers School. He holds the designations of Certified Public Accountant, Certified Financial Services Auditor, and Certification in Risk Management Assurance. Mr. Walpole has served on the Board of the Lowcountry Land Trust and currently serves on the Coastal Conservation Association of South Carolina Board. Mr. Walpole serves on the Executive/Long-Range Planning Committee, Asset Liability/Investment Committee, Community Reinvestment Act Committee, and Loan Committee.

The Nominating Committee recommends the re-election of Mr. Walpole to the Board of Directors given his experience in banking, in-depth knowledge of the financials of the Company, commitment to the local community, and continued devotion to the success of the Company.

Non-Employee Directors and NomineesNominee

Mr. Bunch has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporationthe Company since 2009. He was born in Charleston, South Carolina and graduated from North Charleston High School and Clemson University. In addition, Mr. Bunch attended a South Carolina Bankers School program specific for bank Directors. He has been employed by XO Bunch Organizations since 1973, serving as President, Hughes Motors, Inc.; as Vice-President, Bunch Leasing Co.; as Vice-President, Florence Truck Center, Inc.; as Partner, Bunch Truck & Equipment, LLC; as Partner, Bunch & Sons-Real Estate; as Managing member, Wando Properties, LLC; and President, Double D Leasing Co., Inc. In addition to serving on the Board of Directors of the Bank of South Carolina Corporation and The Bank of South Carolina,Company, Mr. Bunch servedserves as a Board member of South Carolina Federal Savings Bank. He is a past PresidentChairman of the Rotary Club of North Charleston, a Paul Harris Fellow ofLoan Committee and Community Reinvestment Act Committee and serves on the Rotary Club of North Charleston, a member of South Carolina Trucking Association, a member of the Executive Association of Greater Charleston, and a member of North Charleston United Methodist Church. Mr. Bunch was elected to the South Carolina Automobile Dealers Association Board in 2013.Audit & Compliance Committee.

The Nominating Committee has recommendedrecommends the re-election of David Bunch to the Board of Directors based on his strongvaluable knowledge of business including successfully starting and running several companies and his participation on the Loan, Community Reinvestment Act, and Audit and& Compliance Committees and various community Boards.Committees.

Mr. Eubank has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporationthe Company since 2005. He was born in Fayetteville, North Carolina and raised in Charleston, South Carolina. He received a BS in Management from Clemson University. He is also a graduate of the National Automobile Dealers Association Dealer Candidate Academy. In 1992, Mr. Eubank began working with his family’s business, Palmetto Ford, Inc., where he has held manyvarious positions including New Car Sales Manager, Used Car Sales Manager and Parts and Service Director. Currently Mr. Eubank is President and CEO of the Palmetto Car and Truck Group which is comprised of Ford, Lincoln, Mama’s Used Cars and Quick Lane Auto and Tire Center. In addition to serving on the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporation,the Company, Mr. Eubank has servedcurrently serves on the Board of Carolina Ford Dealer Advertising Association, the Board of the East Cooper Rotary Club, and the Board of The Boy Scouts of America. In addition, he has served as President of the Trident New Car Dealers Association and President of the South Carolina Automobile Dealers Association.

Graham Eubank has been on the Board of Directors since 2005. He has served on various committees including the Audit and Compliance Committee, Compensation Committee and the Nominating Committee. His background in business has been an asset to the current Board. For these reasons, the Nominating Committee has recommendedand is the Chairman of the Compensation Committee.

As a local business owner, Mr. Eubank provides an important perspective on economic issues relevant to our community and company, which is why the Nominating Committee recommends Mr. Eubank for re-election to the Board of Directors.

Mrs. Hagood is the former Executive Director of the Lowcountry Land Trust. Mrs. Hagood moved to Charlestongrew up in Charlotte, NC and graduated from Davidson College with her husband, Maybank, following their graduations froma BA in 1983 and the Darden School of Business at the University of Virginia (MBA, 1989).with a MBA in 1989. Mrs. Hagood grew up in Charlotte, NC, graduated from St. Catherine’s School in Richmond, Virginia (1979) and from Davidson College (BA, 1983). Mrs. Hagood served as a Trustee of Woodberry Forest School in Virginia andcurrently serves on the VestryBoards of St. Philip’s Church.the Preservation Society of Charleston, Open Space Institute Advisory Board, and the Charleston County Greenbelt Advisory Board. In addition she has recently served as a Trustee of Historic Charleston Foundation and the Episcopal Diocese of South Carolina,to serving on the Board of AdvisorsDirectors of the Gaylord M. Donnelley Foundation, as Chairman of the SC DHEC board,Bank and as Chairman of the Alumnae Board of St. Catherine’s School. 

Mrs.Company, Ms. Hagood has servedserves on the Loan Committee, Community Reinvestment Act Committee, and the Nominating Committee. 

Her education, distinct perspective on social responsibility and diversity, experience on thesevarious committees in addition to herwithin the organization, and continued service to the Charleston community through her leadership roles in various eleemosynary organizations, led the Nominating Committee to recommend Mrs. Hagood for re-election to the Board of Directors.

Dr. Haynes has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporationthe Company since 2007. He was born in Charlottesville, Virginia and has lived in Summerville, South Carolina for 3233 years. He is a graduate ofgraduated from Virginia Tech where he receivedwith a BS in Biology. He received a DVM from the University of Georgia and attended a South Carolina Bankers School program specifically for Bank Directors.Georgia. In addition to serving on the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporation,the Company, Dr. Haynes has served as President of the Summerville Rotary Club, President of Frances Willis SPCA, Chairman of the South Carolina Board of Veterinary Medical Examiners, and President of Trident Veterinary Medical Association. Dr. Haynes is a member of the American Veterinary Medical Association and a member of St. Paul’s Anglican Church where he has served on the vestry. Currently, Dr. Haynes is Chairman of the Frances Willis SPCA Endowment Board.

Board and is a construction volunteer for Habitat for Humanity. In addition to serving on the Board of Directors of the Bank and Company, Dr. Haynes has been committed toserves on the success of the Company, serving on several committees including the Audit and Compliance Committee, Loan Committee, Community Reinvestment Act Committee, and the Nominating Committees. Committee.

In recommending Dr. Haynes for re-election to the Board of Directors, the Nominating Committee considered this experience as well as his strong ties to the Summerville community and his work ethic demonstrated in runninghaving run his own practice.

Mr. Hiott has beenwas with Thethe Bank of South Carolina sincefrom its organization in 1986.1986 until his retirement in 2011. He served asheld various positions including the Executive Vice President and Cashier of the Bank from 1986 until his retirement in April 2010. He also served asand the Executive Vice President and Treasurer of the Company from its organization in 1995 until retirement in April 2010.Company. He has served on the Board of Directors of Thethe Bank of South Carolina since its organization in 1986 and Bank of South Carolina Corporationthe Company since its organization in 1995. Mr. Hiott was born and raised in Colleton County, South Carolina where he graduated from Walterboro High School. He received a BS in Accounting from Charleston Southern University. HeUniversity and is a graduate of South Carolina Bankers School and a graduate of the University of Wisconsin’s Bank Administration Graduate School. Mr. Hiott began his banking career at Citizenspreviously served as a member and Southern National Bankthe Chairman of South Carolina where he held the positionBoard of Vice PresidentDirectors of Operations.the Hampton Wildlife Fund for 25 years. In addition to serving on the Board of Directors of the Bank and the Company, Mr. Hiott has served on the Boards of the Harry Hampton Memorial Wildlife Fund (Chairman), SC Nature Conservancy, and the Lowcountry Land Trust (Treasurer). He has also served on the SC Department of Natural Resources Marine Advisory Board (Vice-Chairman), DNR SC Governor’s Cup Advisory Board, DNR Waterfowl Advisory Board (Chairman), and the DNR Migratory Waterfowl Stamp Advisory Board (Chairman). Currently, Mr. Hiott serves on the DNR WildlifeAsset Liability/Investment Committee, Community Reinvestment Act Committee, Loan Committee, Audit & Compliance Committee, Executive/Long-Range Planning Committee, and Freshwater Fisheries Board.Compensation Committee.

The Nominating Committee recommendedrecommends Mr. Hiott for re-election to the Board of Directors based on his experience in banking, in-depth knowledge of the financials of the Company, his strong commitment to the local community, and his current contributions to the Board.Board of Directors.

Mr. Hutson has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina CorporationCompany since 2005. Mr. Hutson was born and raised in Charleston, South Carolina. He majored in economics and received a BA from The University of the South. In addition to serving on the Board of the Bank and the Company, Mr. Hutson has served on the Boards of the SC Historical Society and the Historic Charleston Foundation. In addition, Mr. Hutson has served as President of the SC Historical Society. Mr. Hutson is the Manager of William M. Means Insurance Company.

Richard W. Mr. Hutson Jr. has served on the Audit and Compliance Committee, Investment CommitteeBoards of the South Carolina Historical Society and the Loan Committee. His experienceHistoric Charleston Foundation. He has served as President of the South Carolina Historical Society. Mr. Hutson serves on these committees,the Asset Liability/Investment Committee in addition to his business background in running a large insurance company, led the Board of Directors of the Bank and Company.

The Nominating Committee to recommendrecommends Mr. Hutson for re-election to the Board. The Committee also consideredBoard due to his business experience, commitment to the Bank and Company and strong ties to the Charleston community and his experience of serving on other Boards.community.

Mr. Lane is the brother of Hugh C. Lane, Jr. and has been a member of the Board of Directors of Thethe Bank of South Carolina since its organization in 1986, and a member of the Board of Directors of Bank of South Carolina Corporationthe Company since its organization in 1995. Mr. Lane was born1995 and raised in Charleston, South Carolina.has devoted nearly thirty years to ensuring the success of the Company. He is a graduate of Clemson University. Mr. Lane served on the Advisory Board of Citizens and Southern National Bank of Greenville, South Carolina. In addition, Mr. Lane served on the Boards of Ducks Unlimited, Delta Waterfowl, The Nature Conservancy, The Coastal Conservation League, The Donnelley Foundation, and the ACE Basin Task Force. Mr. Lane served as The First Chairman of the South Carolina Conservation Bank. Mr. Lane is a Managing Member of Holcombe, Fair and Lane, LLC - a commercial real estate company.

Charles G. Lane, brother of Hugh C. Lane, Jr., has been with the Company since its organization. He has servedcurrently serves on the Executive Committee, the Executive/Long-Range Planning Committee, (currently Executive/Long-range Planning),Asset Liability/Investment Committee, Loan Committee, and the LoanCommunity Reinvestment Act Committee. He has devoted nearly thirty years to ensuring the success of the Company. His experiences

Mr. Lane’s expertise in the real estate market and the local community havehas been valuable to the Board in its decision-making. Based on these aspects,decision-making and is why the Nominating Committee has recommended the re-election of Charles Lane to the Board.recommends his re-election.

Dr. McKee has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina CorporationCompany since 2002. Born in Hereford, Texas, Dr. McKee has lived in Charleston for over twenty years. Dr. McKee earned a BS in Mathematics from the University of Texas at Arlington, a MS in Accounting from Texas Tech, and a PhD in Accounting from the University of North Texas. She is an Emeritus Associate Professor of Accounting at the College of Charleston. In addition to serving on the Board of the Bank and the Company, she also served on the Board of Directors of Hospice of Colorado Springs. She servedCharleston as well as President of the Charleston Estate Planning Council and Program Director of the Charleston Tax Roundtable. Dr. McKee is a member of First Methodist Church. She is also a member of the following professional organizations: AICPA, American Accounting Association, Taxation Division of American Accounting Association, Charleston Estate Planning Council, and Charleston Tax Roundtable.

Dr. McKee is considered byIn addition to serving on the Board of Directors to be aof the Bank and the Company, Dr. McKee serves on the Audit & Compliance Committee.

The Board of Directors considers Dr. McKee the financial expert under applicable guidelines of the Securities and Exchange Commission. She has an extensive background in accounting and taxation and has been an asset to the Board of Directors and the Audit and& Compliance Committee. For the above reasons, the Nominating Committee has recommendedrecommends Dr. McKee for re-election to the Board of Directors.

Dr. Nussbaum has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporation since 1999. Born and raised in Charleston, South Carolina, Dr. Nussbaum graduated from Porter Gaud High School. He received a BA from Johns Hopkins University and a MD from Harvard Medical School. Dr. Nussbaum completed his internship and residency in Internal Medicine at Duke University Medical Center. In addition, Dr. Nussbaum completed a Fellowship in Rheumatology and Immunology at the Medical University of South Carolina. HeCarolina and has practiced rheumatology in Charleston since 19821982. Dr. Nussbaum serves as the Lead Director of the Bank and has servedCompany. He is the Chairman of the Executive/Long-Range Planning Committee and serves on the BoardAsset Liability/Investment Committee and as President of the Medical Society of South Carolina, the nonprofit physicians’ organization which is the majority owner of Roper St. Francis Health System. He has also served on the Board of Directors of the Roper St. Francis Health System and on the Board of Directors of Roper Hospital, completing a term as Chairman in 2011. Dr. Nussbaum has served on the Board of the Charleston County Concert Association, as President of Synagogue Emanu-El, and as a member of the Hebrew Orphan Society.Compensation Committee.

The Nominating Committee has recommendedrecommends the re-election of Dr. Alan Nussbaum to the Board of Directors based on the commitment that he has made to the Board the Executive Committee,of Directors, community involvement, and the Compensation Committee. In addition to having his own medical practice and serving on several Boards in the medical community; Dr. Nussbaum served as Chairman of the Audit and Compliance Committee and is dedicated to the successknowledge of the Company.

Mrs. Phillips was born in Charleston, South Carolina and graduated from Ashley Hall School. She received a BA in Political Science from The University of the South (Sewanee) and an MBA in Finance from The University of South Carolina. She is a Certified Financial Planner ® and is President of Atlantic Coast Asset Management, Inc., a financial management firm. She is Past President of The Junior League of Charleston and Past Chaira member of the Board of Directors of Kanuga Conferences, Inc., the past Chairman of the Board of Trustees of Ashley Hall School, where she currently serves as a Trustee. She has previously servedTrustee, and previous board member of Life Resources, Inc., In addition to serving on the Board of Directors of The Girl Scouts of Eastern South Carolinathe Bank and Company, Mrs. Phillips serves on the Audit & Compliance Committee, Loan Committee, and Community Health Partners.Reinvestment Act Committee.

Mrs. Phillips has been dedicated to her work as the President of Atlantic Coast Asset Management, Inc. showing great leadership and work ethic. The Nominating Committee considered this work along with her experience serving as Trustee and Chairman of various boards in recommendingrecommends Mrs. Phillips for re-election due to her leadership within the Board of Directors.community, financial expertise, and unique perspective relevant to financial performance. 

Dr. Rhett has beenwas a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina Corporation since 1999. Dr. Rhett was born in Charleston, SC and raised in Atlanta, Georgia. He has lived in the Charleston area for 37 years.from 1999-2018. Dr. Rhett received a BA from The University of the South and a MD from the Medical College of Georgia. He has a private gynecological practice, Rhett Women’s Center. Dr. Rhett has been on the Board of Directors of the Canterbury houseHouse for over thirty years and has served as President of its Board for nearly twenty years. In addition, he hasAdditionally, Dr. Rhett previously served as Chairman of the Nominating Committee, and Asset Liability/Investment Committee. He also previously served on the Boards of both the East Cooper Regional Medical Center and Charleston Day School.Executive/Long-Range Planning Committee.

The Nominating Committee has recommendedrecommends the re-electionelection of Dr. Rhett to the Board of Directors, based on his commitment to the Bank, board leadership, and years of service on the Mount Pleasant Local Advisory Board, Nominating Committee, Asset & Liability/Investment Committee, and the Executive/Planning Committee.community involvement.

Dr. Rhodes has been a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina CorporationCompany since 2005. Born and raised in Charleston, South Carolina, Dr. Rhodes graduated from Porter Gaud High School. He received a BA from Duke University and a MD from the Medical University of South Carolina. He is a Fellow of the American Board of Pediatrics and has been a partner at Parkwood Pediatric Group since 1988. He is on the clinical faculty at MUSC and active staff at Roper and Bon-Secours St. Francis Hospitals, serving on the Credentials Committee. He and his wife own The Charleston Angler.Hospitals. In addition to serving on the Board of Directors of the Bank and the Company, Dr. Rhodes currently represents South Carolina on the Atlantic States Marine Fisheries Commission where he is Chairman of the Governor’s Appointees, and serves on the Executive Committee and Administrative Oversight Committee. He is Past Chairman of the Board of Trustees of Ashley Hall School and treasurer of the Carolina Gold Rice Foundation. He has served as a Trustee of Charleston Stage Company, Chairman of the Shad and River Herring Board and on the vestry of St. Philip’s Church where he is still actively involved.Commission.

The Nominating Committee has recommendedrecommends the re-election of Dr. Rhodes to the Board of Directors based on the commitment that Dr. Rhodes has made to the Board including as Past Chairman of the Audit and Compliance Committee. In addition, the Nominating Committee also considered Dr. Rhodes’his knowledge of business including running a medical practice and serving on staff ofinvolvement with several local hospitals. Dr. Rhodes is dedicated to the success of the Company.

Mrs. Sharry has beenwas with Thethe Bank of South Carolina since its organization in 1986.1986 until her retirement in 2016. She has served asheld various positions in the Bank, including but not limited to Assistant Vice President – Operations Department, Vice President – Operations & Technology, Senior Vice President – Operations & Technology, and served as Chief Financial Officer/Executive Vice President from 2010 until her retirement in April 2016.President. Mrs. Sharry serves as a Trustee of the Bank of South Carolina Employee Stock Ownership Plan and Trust. Mrs. Sharry became a member of the Board of Directors of Thethe Bank of South Carolina and Bank of South Carolina CorporationCompany in 2010. Mrs. Sharry has lived in South Carolina for 52 years. She is a graduate of the College of Charleston, South Carolina Bankers School, and the School of Bank Investments and Financial Management. Mrs. Sharry started her banking career at Citizens and Southern National Bank of South Carolina where she served as Utility Staff, CSR, teller, and CSR trainer, and Operations Officer-Internal Operations Department. Mrs. Sharry has attended classes covering Network Security and Administration, Administration of the Bank’s core software; Information Technology Risk Assessment, Internet Banking Compliance, Cyber Crime, Liquidity Contingency Planning, Asset Liability Management and Interest Rate Risk, Budgeting and Forecasting, Bank Insurance, Stress Testing, and Income Tax Issues. In 2010, she attended an SEC Reporting Skills Workshop. In 2011, she completed The Darden/SNL Executive Program in Bank Financial Leadership and in 2012, she attended an SEC Institute 10-K In Depth Workshop.

Sheryl Sharry was recommended for re-electionaddition to serving on the Board of Directors byof the Bank and the Company, Mrs. Sharry serves on the Executive/Long-Range Planning Committee and Asset Liability/Investment Committee.

The Nominating Committee recommends Mrs. Sharry to re-election of the Board of Directors based on her strong background in operations and technology of the Company, experience in banking, in-depthvaluable knowledge of the financialsfinancial reporting and performance of the Company, and continued devotion to the success of the Company.

Mr. Swanson founded Automated Trading Desk, (ATD), a pioneering electronic trading firm based in South Carolina. As President and CEO, Mr. Swanson grew the business from pure proprietary trading to creating a fully automated market maker servicing the broker-dealer community. After its acquisition by Citigroup in 2007, Mr. Swanson became responsible for global equity and option electronic trading operations. Mr. Swanson serves on the Board of Trustees of the College of Charleston, Foundation, the College of Charleston School of Business Board, the Honors College Advisory Board, and formerly, he served on the Board of Trustees of South Carolina State University.  He is a past chair of the NASDAQ Quality of Markets Committee, and a past member of the SIFMA Trading and Markets Committee.  Prior to the acquisition of ATD, Mr. Swanson previously served on the Board of Trustees at Ashley HallSnapCap, MedTrust Medical Transport, Trident United Way, and TheCharleston Angel Partners. In addition to serving on the Board of Directors of the Bank of South Carolina and the Bank of South Carolina Corporation.Company, Mr. Swanson currently serves as chairthe Chairman of the Audit & Compliance Committee and Complianceserves on the Executive/Long-Range Planning Committee.

Based on Mr. Swanson’s extensive experience in both starting and running a business, his commitmentvaluable perspective on economic issues relevant to the success of theour Company, professional perception on financial reporting, and his extensive community involvement, qualify him for the Board of Directors. Therefore, the Nominating Committee recommends Mr. Swanson for re-election to the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, as of February 23, 2017, the voting record date,December 31, 2019, information regarding share ownership of:

Persons and groups who beneficially own more than five percent of our common stock are required to file with the Securities and Exchange Commission (“SEC”), and provide us, reports disclosing their ownership pursuant to the Securities Exchange Act of 1934.1934 (“Exchange Act”). To the extent known to the Board of Directors, no other person or entity, other than those set forth below, beneficially owned more than five percent of the outstanding shares our common stock as of the close of business on the voting record date, February 23, 2017.December 31, 2019.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-313d(3) of the SecuritiesExchange Act, a person is deemed the beneficial owner of any shares of Common Stock if he or she has voting and/or investment power with respect to those shares. Therefore, the tabletables below includesinclude shares owned by spouses, other immediate family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership over which shares the persons named in the table may possess voting and/or investment power.

The table below shows the security ownership of certain beneficial owners of more than 5 percent of any class of Common Stock.

The table below shows the security ownership of management, directors, and nominees.

No Director or Executive Officer was involved in or has any pending legal proceedings related to bankruptcy, securities, or commodities laws nor have any members been convicted in criminal proceedings in the past 10 years. In addition there are no pending legal proceedings against any Executive Officer or Director.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE MATTERS

Introduction

Bank of South Carolina Corporation’sThe Company’s Board of Directors conducts its business through Board meetings and through its committees. Hugh C. Lane, Jr. presently serves as Chairman of the Board of Directors. The Board of Directors of the Company held 6six meetings (including all regularly scheduled and special meetings) during the year ended December 31, 2016.2019. No Directors attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which they served.

Director Independence:Independence

The Board of Directors is comprised of a majority of independent Directors in compliance with SEC and National Association of Securities Dealers Automated Quotations (“NASDAQ”) rules. All members of the Audit and& Compliance Committee, the Compensation Committee, and the Nominating Committee are independent pursuant to SEC and NASDAQ rules. The members of these committees do not have any relationship to Thethe Bank of South Carolina or Bank of South Carolina CorporationCompany that may interfere with the exercise of their independence from management. None of the members of these committeesthe Nominating Committee are current or former officers or employees of Thethe Bank or Company. One member of South Carolina or Bank of South Carolina Corporation except forthe Compensation Committee and Audit & Compliance Committee, William L. Hiott, Jr., who retired from Thethe Bank in April 2010. Two members of South Carolinathe Executive/Long-Range Planning Committee, William L. Hiott, Jr. and Sheryl G. Sharry, retired from the Bank in April 2010 and Sheryl G. Sharry, who retired from the Bank of South Carolina in April 2016.2016, respectively. All members of the Board of Directors are independent except Hugh C. Lane, Jr., Chairman of the Board, Fleetwood S. Hassell, President/Chief Executive Officer, Douglas H. Sass, Senior Lender/Executive Vice President, Susanne K. Boyd, Chief Operations Officer/Executive Vice President, Eugene H. Walpole, IV, Chief Financial Officer/Executive Vice President and Charles G. Lane, brother of Hugh C. Lane, Jr. and Sheryl G. Sherry, who served as Chief Financial Officer/Executive Vice President through April 2016.

Board of Directors

Our Board of Directors conducts its business through meetings and through its committees. Hugh C. Lane, Jr., presently serves as Chairman of the Board. The Board of Directors of the Company held 6six meetings (including all regularly scheduled and special meetings) during the year ended December 31, 2016.2019.

Board Leadership Structure

The Board of Directors believes that Hugh C. Lane, Jr., is the best situatedperson to serve as Chairman of the Board because he is the Director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy.

Independent Directors and management have different perspectives and roles in strategy development. Our independent Directors bring experience, oversight and expertise from outside the company and industry, while Hugh C. Lane, Jr., brings company-specific experience and expertise. The Board of Directors believe that the combined experience as Chairman of the Board and past President/Chief Executive Officer promotes strategystrategic development and executions, and facilitates information flow between management and the Board of Directors, which are essential to effective governance.

One of the key responsibilities of the Board of Directors is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of the Chairman of the Board and an independent Lead Director, having the duties described below, is in the best interest of Shareholders as it provides the appropriate balance between strategy development and independent oversight of management.

Lead Director

The Board of Directors selected Alan I. Nussbaum, MD,, an independent Director was selected by the Board of Directorsdirector, to serve as the Lead Director of all meetings of the non-management Directors held in executive session. Dr. Nussbaum has held this position since April 12, 2011. Non-management Directors of the Board of Directors are required to meet on a regular scheduled basis without the presence of managementDirectors that are considered not independent (IM-5605-2 NASDAQ Corporate Governance Rules). The Lead Director chairs these sessions.

Risk Management

The Board of Directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The Board of Directors regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated with each. The Audit and& Compliance Committee oversees the management of financial risks. The Nominating Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certainThe Board of Directors monitors risks and overseeingoversees the management of such risks the entire Board of Directors is regularly informed through committee reports abouton such risks. In addition, Lauren Nilan, CPA, serves as Risk Management Officer/Senior Vice President overseeing our internal controls.

Committees and Committee Charters

The Board of Directors of the Company has four standing committees: the Executive/Long-Range Planning Committee, the Compensation Committee, the Nominating Committee, and the Audit and& Compliance Committee. Each committee serves in a dual capacity as a committee of the Company and the Bank.

The following table lists the membership of the standing committees of the Board of Directors.Directors of the Company.

Audit and & Compliance Committee

The Audit and Compliance Committee members are appointed and approved by the Board of Directors appoints and approves the members of the Audit & Compliance Committee annually. The Audit and& Compliance Committee is to be comprised of not less than four members of the Board or such larger number as approved by the Board of Directors. During 2016,2019, the Audit and& Compliance Committee held four meetings. Members are considered to be independent of the Company under applicable rules and regulations, including Rule 4200(a)(15) of the NASDAQ. The Board of Directors has determined that Linda J. Bradley McKee, PhD, CPA, Chairman of the Audit and Compliance Committee, qualifies as a financial expert under the applicable guidelines of the Securities and Exchange Act.

The Audit and& Compliance Committee operates under a written Charter adopted by the Board of Directors which is renewed and reassessed for adequacy on an annual basis. The Charter outlines the Committee’s responsibilities for overseeing the entire audit function and appraising the effectiveness of internal and external audit efforts including:including reviewing our financial statements, evaluating internal accounting controls, reviewing reports of regulatory authorities, and determining that all examinations required by law are performed. The Charter may be amended by the Board of Directors may amend the Charter at any time. The most recent Audit and& Compliance Committee charterCharter may be obtained at our Internet website http://www.banksc.com.www.banksc.com.

The Audit and& Compliance Committee recommends to the Board of Directors the appointment of the independent auditors for the next fiscal year, reviews and approves the auditors’ audit plan, and reviews with the independent auditors the results of the audit and management’s response.

Review of the Company’s Audited Financial Statements for the Fiscal Year Ended December 31, 20162019

Management is responsible for our internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and issuing a report thereon. The Audit and& Compliance Committee’s responsibility is to monitor and oversee the process.

In this context, the Audit and& Compliance Committee has met and held discussions with management and Elliott Davis, Decosimo, LLC, our independent auditors, in 2016.2019. In discharging its oversight responsibility as to the audit process, the Audit and& Compliance Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent auditor’s communications with the Audit and& Compliance Committee concerning independence and has discussed with the independent auditors their independence from the Company and management. The Audit and& Compliance Committee also discussed with management, the internal auditors and the independent auditors the quality and adequacy of our internal controls. The Audit and& Compliance Committee reviewed with the independent auditor their audit plans, audit scope and identification of audit risks.

The Audit and& Compliance Committee reviewed and discussed with the independent auditors all communications required by generally accepted auditing standards, including those described in the Public Company Accounting Oversight Board’sPCAOB Auditing Standard (“AS”) 16, as modified or supplemented, “Communications with Audit Committees,” and Rule 2-07 of Regulation S-K, promulgated by the SEC, and, with and without management present, discussed and reviewed the results of the independent auditors’ examination of the financial statements. The Audit and& Compliance Committee also discussed the results of the internal audit examinations.

The Audit and& Compliance Committee reviewed and discussed the audited consolidated financial statements of Bank of South Carolina Corporationthe Company as of and for the year ended December 31, 2016,2019, with management and the independent auditors.

Based on the above-mentioned review and discussion with management and the independent auditors, the Audit and& Compliance Committee recommended to the Board of Directors that Bank of South Carolina Corporation’sthe Company’s audited consolidated financial statements be included in its annual Report on Form 10-K for the year ended December 31, 2016,2019, for the filing with the SEC. During 2016,2019, the Committee appointed Elliott Davis, Decosimo, LLC as our independent auditors for the year ending December 31, 2017.2019.

Submitted by:

Steve D. Swanson, Chairman

David W. Bunch

William L. Hiott, Jr.

Katherine M. Huger 

Dr. Linda J. Bradley McKee, CPA

Karen J. Phillips

Executive/Long-Range Planning Committee

The Executive/Long-Range Planning Committee consists of our President, the Chairman of the Board, onePresident/Chief Executive Officer, Chairman, Senior Lender/Executive Vice President, Chief Operating Officer/Executive Vice President, Chief Financial Officer/Executive Vice President and six designated Directors. Alan I. Nussbaum, MD, an independent Director, serves as Chairman of the Committee. During 2016,2019, the Executive/Long-Range Planning Committee held three meetings.one meeting. In addition to long-range and strategic planning, the principal function of the Committee is to exercise all authority of the Board of Directors in the management and affairs of the Company and the Bank. In addition, the Committee acts on behalf of the entire Board of Directors between the regular Board meetings.

Compensation Committee

The Compensation Committee consists of three independent Directors appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee also functions as the Compensation Committee of the Bank. The duties and responsibilities of the Compensation Committee are as follows:

The Compensation Committee’s policies and procedures for decisions did not change since the positive advisory vote by the shareholders on the compensation of the most highly compensated Executive Officers at the Annual Meeting held April 12, 2016.9, 2019.

The Board of Directors has determined that each of the Directors serving on our Compensation Committee is independent and satisfies other requirements imposed by:

The Compensation Committee has sole discretion to hire, retain, terminate and approve fees and other retention terms of independent legal, accounting or other advisors (including compensation consultants) as it deems appropriate without management or Board approval. In doing so, the Compensation Committee shall comply with all applicable rules of the SEC or NASDAQ. The Committee met one time in 20162019 and did not consult independent legal counsel or compensation consultants.

The most recent Compensation Committee charter may be obtained at our Internet website http://www.banksc.com.www.banksc.com.

Nominating Committee

The Nominating Committee consists of four independent Directors. The function of the Nominating Committee is to recommend a slate of proposed Directors to the Board of Directors. The Nominating Committee has adopted a written Charter. A copy of this Charter may be obtained at our Internet websitehttp://www.banksc.com. The Nominating Committee met oneonce time during 2016.2019.

Nominations, other than those made by the Nominating Committee, may be made in writing and delivered or mailed to the PresidentPresident/Chief Executive Officer of the Company not less than 14 days or no more than 50 days prior to any meeting of Shareholders calling for election of Directors; provided however, that if less than 21 daysdays’ notice of the meeting is given to Shareholders, such nomination shall be mailed or delivered to the President/Chief Executive Officer of the Company not later than the close of business on the 7^thday following the day on which the Notice of Meeting was mailed. Nominations not made according to these procedures will be disregarded.

The Nominating Committee has a policy with regard to consideration of any Director candidates recommended by Shareholders and that policy is to consider any and all such recommendations. The Nominating Committee has adopted specific minimum qualifications which the Nominating Committee believes must be met by a nominee for a position on our Board of Directors. The qualifications include:

The Nominating Committee’s process for identifying and evaluating nominees for Director, including nominees recommended by Shareholders, is to investigate whether or not such nominee meets the specific minimum qualifications adopted as a policy by the Committee through contacts the members have in their community. There are no differences in the manner in which the Committee evaluates nominees for Director whether the nominee is recommended by a committee member or a Shareholder.

We do not utilize or pay a fee to any third party (compensation consultant) to evaluate nominees for Director.

Code of Business Conduct and Ethics:Ethics

We expect all of our employees to conduct themselves honestly and ethically. Our Board of Directors has adopted a Code of Ethics that applies to all employees. The Code of Ethics requires the officers, Directorsemployees, and employeesDirectors to maintain the highest standards of professional ethical conduct. The Code includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting and procedures for promoting compliance with, and reporting violations of the Code. The Code of Ethics may be obtained at our Internet website http://www.banksc.com.www.banksc.com.

Shareholder Communication with the Board of Directors:Directors

The Board of Directors has adopted a process by which Shareholders may communicate with them. Shareholders may send a written communication to Fleetwood S. Hassell, President/Chief Executive Officer, Bank of South Carolina Corporation, 256 Meeting Street, Charleston, South Carolina 29401, or faxemail such communication to Fleetwood S. Hassell, President/Chief Executive Officer, at (843) 724-1513.fhassell@banksc.com. A Shareholder is free to address any communication to any Director at the address of such Director set forth in this Proxy Statement.the Bank of South Carolina. Any communication from a Shareholder received by the PresidentPresident/Chief Executive Officer shall be sent to all members of the Executive Committee and, if any member of the Executive Committee so directs, will be sent to all members of the Board of Directors.

In addition, any Shareholder or interested party who has any concerns or complaints relating to accounting, internal accounting controls or auditing matters, may contact the Audit and& Compliance Committee by writing to one or both of the following address:addresses:

Bank of South Carolina Corporation Audit and& Compliance Committee

c/o Steve D. Swanson, Chairman

Bank of South Carolina Corporation

615 Pitt Street

Mt. Pleasant, SC 29464

bankofscreports@gmail.com

Related Party Transactions:Transactions

We entered into a rental contract on May 27, 2010, with Holcombe, Fair and Lane, LLC. Charles G. Lane, Director and brother of Hugh C. Lane, Jr., Chairman of the Board of Directors, is a Managing Member of Holcombe, Fair and Lane, LLC. The original contract was a two year lease on office space at a rate of $2,095 a month. A copy of the lease was filed with the 2010 10-K. The contract was renegotiated on April 5, 2013, for larger office space at a rate of $4,000 a month. A copy of this lease was filed with the March 31, 2013 10-Q. An addendum was made to the lease on May 25, 2017, extending the lease for a period of twenty four months at a base rate of $5,000 a month. A copy of this lease was filed with the June 30, 2017 10-Q. This lease ended in September 2019. In addition, Sass, Herrin and Associates, Inc. an appraisal firm, is on our list of approved appraisal companies. Herbert R. Sass, III, MAI, SRA, fifty percent owner of Sass, Herrin and Associates, Inc., is the brother of Douglas H. Sass, Executive Vice President. We do not have any other existing continuing contractual relationships with any Director, nominee for election as Director or Executive Officer, or any Shareholder owning, directly or indirectly, more than 5% of the shares of our common stock, or any associate of the foregoing persons. Related party transactions have been and will continue to be made as any other ordinary business transaction using substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. These transactions did not and will not involve more than the normal risk of collectability or present any other unfavorable features.

DIRECTOR COMPENSATION

The following table sets forth the information regarding the compensation earned by each Director who served on the Board of Directors during the year ended December 31, 2016.2019. Our officers other than the Secretary do not receive payment for their participation on the Board of Directors or its Committees.

Transactions and Relations with Directors, Executive Officers, and their Associates and Affiliates of Directors

Non-Executive-Officer Directors of the Company received $200.00 for each meeting of the Board of Directors of the Company attended. Non-Executive-Officer Directors of the Bank received $350.00$400.00 for each meeting of the Board of Directors of the Bank attended. Directors of the Company and the Bank also receive $150.00$175.00 for each Company or Bank board committee meeting attended. In addition, non-Executive-Officer Directors of the Bank received $250.00 for each Advisory Board meeting attended.

Section 16A16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, Executive Officers and persons who own beneficially more than 10% of our outstanding common stock to file with the SEC initial reports of ownership and reports of changes in their ownership of our common stock. Directors, Executive Officers and greater than 10% Shareholders are required by SEC regulations to furnish us with copies of the forms they file. To our knowledge, no person beneficially owned more than 10% of our common stock during 2016. Based solely on a review of the copies of such reports furnished to us,2019. There were no known untimely Form 4 filings during the fiscal year ended December 31, 2016,2019. To our knowledge, all Directors and Executive Officers complied with all applicable Section 16(a) filing requirements.

Executive Compensation-Compensation Discussion and Analysis

This section discusses our compensation program, including how it relates to the Executive Officers named in the compensation tables which follow in this section. The Executive Officers of the Company and the Bank consist of:

Set forth below is an analysis of the objectives of our compensation program, the material compensation policy made under this program and the material factors that the Compensation Committee considers in making those decisions.

Overview of Compensation Program

The Compensation Committee of the Board of Directors, which consists solely of independent Directors, has the responsibility for developing, implementing, and monitoring adherence to our compensation philosophies and program. Our compensation program is based upon the following philosophies:

Our primary forms of compensation for Executive Officers include base salary, the ESOP, and the 1998 and 2010 Omnibus Stock Incentive Plans.

Base Salary

The Compensation Committee sets the base salary for the threefive Executive Officers. The Committee’s objectives are:

TheAs a smaller reporting company, defined by Item 10(f), the following table sets forth all remuneration paid during the years ended December 31, 2016, 2015,2019, 2018, and 20142017, by the Bank to the Chairman of the Board of Directors and the two most highly compensated Executive officers of the Company and the Bank whose cash remuneration from the Bank exceeded $100,000.00 dollars for their services in all capacities. Such Executive Officers receive no compensation from the Company as Executive Officers or as Directors or in any other capacity. We did not issue any stock awards to our Executive Officers during the years ended December 31, 2019, 2018, or 2017. No options were granted to any Executive Officer during the years ended December 31, 2019, 2018 or 2017. Additionally, there was no non-equity incentive plan compensation or nonqualified deferred compensation earnings given during the years ended December 31, 2019, 2018, and 2017.

The median salary for all employees other than the Executive Officers was $53,338.$63,487.

Employee Stock Ownership Plan and Trust Agreement

Eugene H. Walpole, IV, Fleetwood S. Hassell, Douglas H. Sass, Sheryl G. Sharry, and DouglasEugene H. SassWalpole, IV currently serve as Plan Administrators and as Trustees for the ESOP. Any employee of the Bank is eligible to become a participant in the ESOP upon reaching 21 years of age and credited with one-year of service (1,000 hours of service). The employee may enter the Plan on the January 1^st that occurs nearest the date on which the employee first satisfies the age and service requirements described above. No contributions by employees are permitted. The amount and time of contributions to the Plan are at the sole discretion of the Board of Directors. The contribution for all participants is based solely on each participant’s respective regular or base salary and wages paid by the Bank including commissions, bonuses, and overtime, if any.

The Board of Directors approved the contribution of $345,000$510,000 to the ESOP for the fiscal year ended December 31, 2016.2019. The contribution was made during 2016.2019.

A participant becomes vested in the ESOP based upon the employee’s credited years of service. The vesting schedule is as follows;follows:

The Plan became effective as of January 1, 1989, was amended effective January 1, 2007, and approved by the Board of Directors on January 18, 2007. This amendment was made to comply with the Pension Protection Act of 2006. Periodically the Internal Revenue Service (“IRS”) requires a restatement of a qualified retirement plan to ensure that the plan document includes provisions required by legislative and regulatory changes made since the last restatement. There have been no substantive changes to the plan. The Board of Directors approved a restated plan, on January 26, 2012 (incorporated as Exhibit 10.5 in the 2011 10-K). The Plan was submitted to the IRS for approval and a determination letter was issued September 26, 2013, stating that the plan satisfies the requirements of Code Section 4975 (e) 4975(e)(7). On January 26, 2017, the Board of Directors approved a restated plan (incorporated as Exhibit 10.6 in the 2016 10-K). The Plan was submitted to the IRS for approval and a determination letter was issued November 17, 2017, stating that the plan satisfies the requirements of Code Section 4975(e)(7).

The Plan currently owns 335,604313,703 shares or 6.763%5.67% of our common stock outstanding.

The following table sets forth details of “All Other Compensation” as presented above in the Summary Compensation Table.

Omnibus Stock Incentive Plan

On April 14, 1998, the Shareholders approved the 1998 Omnibus Stock Incentive Plan. The plan was established to assist us in recruiting and retaining employees with ability and initiative by enabling employees to participate in its future success and to associate their interests with those of the Company and the Shareholders. This plan expired on April 14, 2008. The remaining outstanding options granted under this plan can still be exercised in accordance with the plan.

The Shareholders approved the 2010 Omnibus Stock Incentive Plan on April 13, 2010. Like the 1998 Plan, under the 2010 Plan any employee of the Company or the Bank is eligible to participate in the Plan if the Executive Committee, in its sole discretion, determines that such a person has contributed or can be expected to contribute to the profits or growth of the Company or the Bank. No member of the Committee may participate in this Plan during the time that their participation would prevent the Committee from being “disinterested” for purposes of the Securities and Exchange Commission Rule 16b-3. This plan expires on April 14, 2020. The remaining outstanding options granted under this plan can still be exercised in accordance with the plan.

The following information with respect to the outstanding equity awards as of December 31, 2016,2019, is presented for the named Executive Officers with additional discussion below.

In the event of a prospective reorganization, consolidation or sale of substantially all of the assets or any other form of corporate reorganization in which the Company would not be the surviving entity or in the event of the acquisition, directly or indirectly, of the beneficial ownership of 24% of our common stock or the making, orally or in writing, of a tender offer for, or any request or invitation for tender of, or any advertisement making or inviting tenders of our stock by any person, all options in effect at that time would accelerate so that all options would become immediately exercisable and could be exercised within one-year immediately following the date of acceleration but not thereafter.

In the case of termination of employment of an option holder other than involuntary termination without just cause, retirement, death or legal disability, the option holder may exercise the option only with respect to those shares of common stock as to which he or she has become vested. The option holder may exercise the option with respect to such shares no more than 30 days after the date of termination of employment (but in any event prior to the expiration date).

In the event that the option holder’s employment is terminated without just cause, the option shall become fully vested and fully exercisable as of the date of his or her termination without regard to the five year vesting schedule. The option holder may exercise the option following an involuntary termination without just cause until the expiration date of the option.

In the event the option holder remains in the continuous employemployment of the Company or any subsidiary from the date of the grant until the option holder’s retirement, the option shall become fully vested and fully exercisable as of the date of his or her retirement without regard to the five year schedule. The option holder may exercise the option following his or her retirement until the expiration date.

In the event the option holder remains in the continuous employemployment of the Company or a subsidiary from the date of the grant until his or her death, the option shall become fully vested and fully exercisable as of the date of death without regard to the five year vesting schedule. The person or persons entitled to exercise the option following the option holder’s death may exercise the option until the expiration date.

In the event the option holder remains in the continuous employemployment of the Company or any subsidiary from the date of the grant until the date of his or her legal disability, the option shall become fully vested and fully exercisable as of the date of his or her termination of employment on account of his or her legal disability without regard to the five year vesting schedule. The option holder may exercise the option following such termination of employment until the expiration date.

The 1998 and 2010 Omnibus Stock Incentive Plan provides for adjustment in the number of shares of common stock authorized under the Plan or granted to an employee to protect against dilution in the event of changes in the Company’s capitalization, including stock splits and dividends.

As shown below Fleetwood S. Hassell, President/Chief Executive Officer exercised options to purchase 2,2002,420 shares at $9.47$8.61 on September 13, 2016.June 24, 2019. The price per share on the date of exercise was $17.50.$18.30. Douglas H. Sass exercised options to purchase 1,1001,210 shares at $9.47$8.61 and 1,210 shares at $9.18 on June 23, 2016.24, 2019 and August 20, 2019, respectively. The price per share on the date of exercise was $15.95.$18.30 and $18.86, respectively.

Equity Compensation Plan Information

The following table summarizes the total outstanding options and the weighted-average exercise price of the Company’s equity compensation Plan as of December 31, 2016 (as adjusted for a 10% stock dividend declared August 27, 2015):2019:

During the fiscal year ended December 31, 2016,2019, we had no plans or arrangements pursuant to which any Executive Officer, Director or principal Shareholder received contingent remuneration or personal benefits other than the contingent remuneration and life, disability, dental and health insurance benefits. Life, disability, dental and health insurance benefits are available for all employees of the Bank who work at least 30 hours a week. Benefit programs provided to Executive Officers, officers and employees are listed in the table below.

We do not have an employment agreement with any officer or employee. We currently believe that the named Executive Officers receive sufficient compensation that employment agreements are not necessary to induce them to remain with the Company. In addition, we do not have any agreement with the Company’s Executive Officers that provide for cash severance payments upon termination of employment or in connection with a change in control.

Although there is inherent risk in the business of banking, we do not believe that any of our compensation policies and practices provide incentives to our employees to take risks that are reasonably likely to have a material adverse effect on us.  We believe that our compensation policies and practices are consistent with those of similar bank holding companies and their banking subsidiaries and are intended to encourage and reward performance that is consistent with safe and sound practicepractices in the industry.

PROPOSAL 2: TO APPROVE OF THE 2020 STOCK INCENTIVE PLAN

On February 27, 2020, the Board of Directors approved the 2020 Stock Incentive Plan (“Stock Incentive Plan”), subject to shareholder approval at the 2020 Annual Meeting authorizing the issuance of no more than 300,000 total shares of Company Common Stock. Shareholder approval of the Stock Incentive Plan is being sought in order to satisfy shareholder approval requirements of the NASDAQ. The Board of Directors recommends that shareholders vote in favor of the Stock Incentive Plan.

Approval of the Stock Incentive Plan Will Facilitate the Attraction, Retention and Motivation of Talented Employees Critical to the Company’s Success

The Stock Incentive Plan is the sole plan for providing equity incentive compensation to eligible employees and employee Directors. The Board of Directors believe that the Stock Incentive Plan is in the best interest of shareholders and the Company, as equity awards granted under the plan help to attract, motivate, and retain talented employees and employee Directors, align employee and shareholder interests, link employee compensation with Company performance, and maintain a culture based on employee stock ownership.  The following summary of major features of the Stock Incentive Plan is qualified in its entirety by reference to the actual text of the Plan, set forth in Exhibit A.

The Stock Incentive Plan contains a number of provisions that the Board believes are consistent with the interest of shareholders and sound corporate governance practices:

Summary of the Stock Incentive Plan

Eligible ParticipantsEmployees of the Company or of the subsidiary, including employees who are members of the Board of Directors are eligible for receiving options. At February 27, 2020, eligible employees included 79 full time employees. The full time employees include five Executive Officers all of whom are nominees for the Board of Directors. Non-employee Directors of the Company would not be granted options under the Stock Incentive Plan.  

Administration The Stock Incentive Plan would be administered by the Executive/Long-Range Planning Committee of the Board of Directors.  No non-employee Director member of the Executive/Long-Range Planning Committee would be a beneficiary of the Stock Incentive Plan. The Stock Incentive Plan for Executive Officers will be administered by the Compensation Committee of the Board of Directors.

Available Shares and Limitations If approved, the proposed stock incentive plan will set aside 300,000 shares of the currently authorized but unissued and unreserved 6,200,363 shares of no par value Common Stock for options to be granted to eligible employees of the Company or of a subsidiary, including employees who are members of the Board of Directors.  

Stock Options Options under the Stock Incentive Plan will be granted by the Board of Directors to eligible employees upon recommendation of the Executive/Long-Range Planning Committee, or, if applicable, the Compensation Committee and will be vested with respect to twenty percent (20%) of the shares subject to the option on the fifth anniversary of the date of the grant and with respect to an additional twenty percent (20%) of the shares subject to the option on each subsequent anniversary of the date of the grant so that the option shall be fully vested and fully exercisable on the tenth anniversary of the date of grant.  The right to exercise each such twenty percent (20%) increment of any option will be cumulative and will not expire until the tenth anniversary of the date of the grant.

The option price would be the fair market value on the date of the grant (determined as of the day preceding the date of exercise which is not less than the option price).  In the case of an employee, who at the time of the grant, directly or indirectly owns more than ten percent (10%) of the total combined voting power of the Common Stock of the Company or of a subsidiary, the option price would be one hundred ten percent (110%) of the market price on the date of grant.

The Stock Incentive Plan would provide for adjustment in the number of shares of Common Stock authorized under the Plan or granted to an optionee to protect against dilution in the event of changes in the Bank’s capitalization, including stock splits and dividends.

Reorganization In the event of a prospective reorganization, consolidation or sale of substantially all of the assets or any other form of corporate reorganization in which the Bank would not be the surviving entity; or in the event of the acquisition, directly or indirectly, of the beneficial ownership of twenty four (24%) of the Common Stock of the Company; or the making, orally or in writing, of a tender offer for or any request or invitation for tender of, or any advertisement making or inviting tenders of the Bank stock by any person, all options in effect at the time would accelerate so that all options would become immediately exercisable and could be exercised within one year immediately following the date of acceleration but not thereafter.

Tax Consequences Although all options granted under the Stock Incentive Plan would be intended to be incentive stock options (“ISO”) within the meaning of Section 422A of the Internal Revenue Code (“Tax Code”), to the extent that any options granted under the Stock Incentive Plan failed to qualify as incentive stock options the Compensation Committee would have the authority, in its sole discretion, to grant non-qualified options to eligible employees. The tax treatment varies for the different type of options.

The Company generally is not entitled to a deduction when it issues ISOs; however, if the required holding periods described in the Tax Code are not met, the Company is entitled to a deduction as compensation in the year of disposition of the stock acquired by the employee.  This deduction is measured by the amount that the fair market value of the option at the exercise date exceeded the exercise price, or the excess of sales proceeds over the exercise price, if less.  The employee is required to include an equal amount in income as compensation.

The receipt of a non-qualified option by an employee is taxable under the Tax Code as property received for services rendered.  If the option has a readily ascertainable value, it is taxed at the time of the grant.  If no value can be determined at the grant date, taxation to the employee occurs on exercise, at which time the employee is considered to receive compensation in an amount equal to the fair market value of the stock acquired over the price paid.  At the time the employee is required to include an amount in compensation, whether on the grant date or the exercise date, the employer is entitled to a compensation deduction measured by the amount the employee is required to include in income.

Awards under the 2020 Plan It is contemplated that certain current employee of the Company would be granted options to purchase shares of Common Stock under the Stock Incentive Plan.  The number of shares to be subject to each such individual option and the number of options to be received by employees either individually, or as a group, has not yet been determined by the Company.

Amendment of the Plan and Awards Amendment of the Stock Incentive Plan will be only by written instrument approved by the Board of Directors and Shareholders of the Company.  In no event, will there be any amendment changing the option price, decreasing the option after the grant of an option, increasing the period of the option or increasing the aggregate shares available for option except upon compliance with the above requirements.

The Board OF DIRECTORS recommends that the Shareholders vote “FOR” the APPROVAL OF 2020 Stock incentive plan.

PROPOSAL 3: TO RATIFY THE APPOINTMENT BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS OF ELLIOTT DAVIS, DECOSIMO, LLC AS THE COMPANY’SCOMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2017.2020.

The Audit and& Compliance Committee of the Board of Directors has appointed Elliott Davis, Decosimo, LLC as our independent accounting firm for the year ended December 31, 2017,2020, and that appointment is being submitted to Shareholders for ratification. The appointment of Elliott Davis, Decosimo, LLC as independent public accountants was approved by the Audit and& Compliance Committee of the Board of Directors and ratified by the Shareholders at the 2016 and 2015 annual2019 Annual Shareholders’ Meetings.Meeting. At the 20172020 Annual Shareholders’ Meeting the following resolution will be subject to ratification by a simple majority vote of shares represented at the meeting:

RESOLVED, that the selection of Elliott Davis, Decosimo, LLC as the independent certified public accountants of Bank of South Carolina Corporation (the “Company”) and its sole subsidiary, The Bank of South Carolina (the “Bank”), for the fiscal year ending December 31, 2017,2020, is hereby ratified.

If ratification is not achieved, the selection of an independent certified public accountant will be reconsidered and made by the Board of Directors. Even if selection is ratified, the Board of Directors reserves the right to, and in its discretion may, direct the appointment of any other independent certified public accounting firm at any time if the Board of Directors decides that such a change would be in the best interests of the Company and our Shareholders.

Independent Registered Public Accounting Firm

Auditing and Related Fees

The services provided by Elliott Davis, Decosimo, LLC include the audit of the financial statements of the Company. These services have been furnished at customary rates and terms. There are no existing direct or indirect agreements or understandings that fix a limit on current or future fees for these audit services.

Elliott Davis, Decosimo, LLC assisted in the preparation of the Company’s and Bank’s tax returns for the fiscal years ending December 31, 20162019 and 2015.2018. These non-audit services were routine in nature and did not compose more than 25% of the total fees paid to Elliott Davis, Decosimo, LLC in 20162019 or 2015.2018.

A representative of Elliott Davis, Decosimo, LLC is expected to attend the Annual Meeting of Shareholders with the opportunity to make a statement, if desired, and is expected to be available to respond to appropriate questions.

Before the independent certified public accountants of the Company and the Bank are engaged to render non-audit services for the Company or the Bank, each engagement is approved by the Audit and& Compliance Committee. All of the audit and tax services provided by Elliott Davis, Decosimo, LLC for the fiscal year ending December 31, 20162019 and 20152018 were preapproved by the Audit and& Compliance Committee.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ELLIOTT DAVIS, DECOSIMO, LLC AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.2020. 

PROPOSAL 3:4: TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

We are not aware of any matters to come before the meeting that will require the vote of Shareholders other than those matters indicated in the Notice of Meeting and this Proxy Statement.

However, if any other matter calling for Shareholder action should properly come before the meeting or any adjournments thereof, those persons named as Proxies in the enclosed Proxy Form will vote thereon according to their best judgment.

PENDING LITIGATION

In the opinion of Management, there are no legal proceedings pending other than routine litigation incidental to our business involving amounts which are not material to the financial condition of the Company or the Bank.

ANNUAL REPORT

The Annual Report for the fiscal year ended December 31, 2016,2019, filed with the Securities and Exchange Commission on Form 10-K, is mailed herewith to all Shareholders.

SHAREHOLDER PROPOSALS FOR THE 20182021 ANNUAL SHAREHOLDERS’ MEETING

Shareholder proposals, if any, for inclusion in the Proxy Statement relating to the 20182021 Annual Shareholders’ meeting, must be addressed to and received in the office of the PresidentPresident/Chief Executive Officer no later than December 1, 2017.2020. To ensure prompt receipt by the Company, the proposal should be sent certified mail, return receipt requested.

EXHIBIT A

BANK OF SOUTH CAROLINA CORPORATION

2020 STOCK INCENTIVE PLAN 

BANK OF SOUTH CAROLINA CORPORATION

2020 STOCK INCENTIVE PLAN

Article I

DEFINITIONS

Article II

PURPOSES

The Plan is intended to assist BKSC in recruiting and retaining employees with ability and initiative by enabling employees to participate in its future success and to associate their interests with those of BKSC and its shareholders. The Plan is intended to permit the grant of both Options qualifying as Incentive Stock Options and Options not so qualifying. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an incentive stock option within the meaning of Code Section 422. The proceeds received by BKSC from the sale of BKSC Common Stock pursuant to this Plan shall be used for general corporate purposes.

Article III

ADMINISTRATION

Except as provided in this Article III, the Plan shall be administered by the Committee. The Committee shall have authority to grant Options upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the exercisability of all of any part of an Option. Notwithstanding any such condition, the Committee may, in its discretion, accelerate the time at which any Option may be exercised. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committee or in connection with the administration of this Plan shall be final and conclusive. No member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Agreement or Option. All expenses of administering this Plan shall be borne by BKSC.

In accordance with the applicable requirements of South Carolina law, the Committee, in its discretion, may delegate to one or more officers of BKSC all or part of the Committee’s authority and duties with respect to Participants who are not subject to the reporting and other provisions of Section 16 of the Securities and Exchange Act of 1934, as in effect from time to time. In the event of such delegation, and as to matters encompassed by the delegation, references in the Plan to the Committee shall be interpreted as a reference to the Committee’s delegate or delegates. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.

Article IV

ELIGIBILITY

Plan shall be evidenced by Agreements which shall be subject to the applicable provisions of this Plan and to such other provisions as the Committee may adopt. No Participant may be granted Incentive Stock Options (under all equity compensation plans of BKSC and its Subsidiaries) which are first exercisable in any calendar year for stock having an aggregate Fair Market Value (determined as of the date an option is granted) exceeding $250,000.

Article V

STOCK SUBJECT TO PLAN

Article VI

OPTION PRICE

The price per share for BKSC Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant. The price  per share for BKSC Common Stock purchased on the exercise of any Incentive Stock Option shall not be less than one hundred percent (100%) (or 110% if the Option recipient is a 10-Percent Shareholder) of the Fair Market Value on the date the Option is granted.

Article VII

EXERCISE OF OPTIONS

Article VIII

METHOD OF EXERCISE

Article IX

ADJUSTMENT UPON CHANGE IN BKSC COMMON STOCK

If all or any portion of the Option is exercised subsequent to any stock dividend, split up, recapitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization, or a transaction to which Section 424 of the Internal Revenue Code applies, or other similar change or transaction of or by BKSC, as a result of which shares of any class shall be issued in respect of outstanding shares of the class covered by the Option or shares of the class covered by the Option shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising such an Option shall receive, for the aggregate option price payable upon such exercise of the Option, the aggregate number and class of shares equal to the number and class of shares the Optionee would have had on the date of exercise had the shares been purchased for the same aggregate price at the date the Option was granted and had not been disposed of, taking into consideration any such stock dividend, split up, recapitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization or other similar change or transaction; provided, however, that no fractional share shall be issued upon any such exercise and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. Unless the Committee determines otherwise, any adjustments made pursuant to this Article with respect to an Incentive Stock Option shall be made in a manner intended to comply with Code Section 424 and to persevere the status of the Option as an Incentive Stock Option.

Article X

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No option shall be exercisable and no BKSC Common Stock shall be issued under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements) and the rules of any domestic stock exchanges on which BKSC’s shares may be listed. BKSC shall have the right to rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence BKSC Common Stock for which an Option is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option shall be exercisable and no BKSC Common Stock shall be issued under this Plan until BKSC has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

Article XI

GENERAL PROVISIONS

Article XII

AMENDMENT

The Board may amend or terminate this Plan from time to time; provided, however, that no amendment may become effective until shareholder approval is obtained if (i) the amendment increases the aggregate number of shares of BKSC Common Stock that may be issued under the Plan or (ii) the amendment changes the class of individuals eligible to become Participants. No amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option outstanding at the time such amendment is made.

Article XIII

DURATION OF PLAN

No Option may be granted under this Plan after February 27, 2030. Options granted before that date shall remain valid in accordance with their terms.

Article XIV

EFFECTIVE DATE OF PLAN

Options may be granted under this Plan upon its adoption by the Board, provided that no Option will be effective unless this Plan is approved by shareholders holding a majority of BKSC’s outstanding voting stock, voting either in person or by proxy at a duly held shareholder’s meeting within twelve months of such adoption. The amount of shares to be reserved under this plan will not exceed 300,000.

BANK OF SOUTH CAROLINA CORPORATION 256 MEETING STREET CHARLESTON, SC 29401

VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 13, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 13, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.