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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrantþ | ||
Filed by a party other than the Registrantq | ||
Check the appropriate box: | ||
q | Preliminary Proxy Statement | |
q | Confidential, for Use of the Common Only (as permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
q | Definitive Additional Materials | |
q | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
Intermountain Community Bancorp
Payment of Filing Fee (Check the appropriate box): | ||||||
þ | No fee required. | |||||
q | Fee computed on table below per Exchange Act Rules 12a-6(i)(1) and 0-11 | |||||
(1 | ) | Title of each class of securities to which transaction applies | ||||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||
(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
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q | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
(1 | ) | Amount Previously Paid: | ||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||
(3 | ) | Filing Party: | ||||
(4 | ) | Date Filed: | ||||
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Sincerely, | |
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Curt Hecker | |
President and Chief Executive Officer |
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TIME | 10:00 a.m. on Saturday, April 30, 2005 | |
PLACE | Elks Golf Club, Sandpoint, Idaho | |
ITEMS OF BUSINESS | (1) To elect five directors to a three-year term and one director to a one-year term. | |
(2) To approve an amendment to the Company’s Articles of Incorporation (the “Articles”) to increase the number of authorized shares of common stock. | ||
(3) To approve an amendment to the Articles to change the supermajority voting provisions for approval of mergers and acquisitions. | ||
(4) To approve an amendment to the Articles to make certain technical changes. | ||
(5) To approve amendments to the Director Stock Option Plan to (a) provide for the grant of restricted stock awards, and (b) make related technical changes. | ||
(6) To ratify the appointment of BDO Seidman, LLP as the independent public accountants for Intermountain for 2005. | ||
RECORD DATE | You are entitled to vote at the annual meeting and at any adjournments or postponements thereof if you were a shareholder at the close of business on Wednesday, March 16, 2005. | |
VOTING BY PROXY | Please submit your proxy card as soon as possible so that your shares can be voted at the annual meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. | |
By Order of the Board | ||
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Terry L. Merwin Corporate Secretary | Curt Hecker President and Chief Executive Officer |
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Voting Requirement to Approve Matters Presented. |
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Voting in Person at the Annual Meeting. |
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Age as of | ||||||
Name | 2/11/05 | Primary Occupation | ||||
Term Expiring 2006 | ||||||
Jim Patrick | 59 | Farm Owner/Operator | ||||
Term Expiring 2008 | ||||||
Charles L. Bauer | 70 | Retired, Former President of Panhandle State Bank | ||||
Maggie Y. Lyons | 47 | Chief Financial Officer and acting Chief Executive Officer of Metropolitan Mortgage and Securities; President and Principal Financial Officer of Summit Securities, Inc.; CPA/MCSE | ||||
Ron Jones | 49 | Chief Financial Officer of Ecolotree, Inc; Farm Owner/Operator | ||||
Barbara Strickfaden | 65 | Retired, Former President and CEO of the Idaho Bankers Association | ||||
Douglas P. Ward | 59 | Owner, Sundance Realty |
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Age as of | ||||||
Name | 2/11/05 | Primary Occupation | ||||
Term Expiring 2006 | ||||||
Ford Elsaesser | 53 | Attorney — Firm of Elsaesser, Jarzabek Anderson, Marks, Elliott and McHugh | ||||
Curt Hecker | 44 | President & CEO of Intermountain; CEO of Panhandle State Bank | ||||
Michael J. Romine | 64 | Vice President & CFO of Inland Northwest Distributing, Inc. | ||||
Jerry Smith | 48 | President of Panhandle State Bank; Executive Vice President of Intermountain | ||||
Term Expiring 2007 | ||||||
James T. Diehl | 50 | Attorney — Firm of J.T. Diehl | ||||
Terry L. Merwin | 64 | Owner, Merwin’s Hardware | ||||
John B. Parker | 71 | Retired Auto Dealer | ||||
Dennis Pence | 55 | Founder, Chairman & CEO, Coldwater Creek, Inc. |
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Name | Audit | Compensation | Nominating | |||||||||
Charles L. Bauer | þ | þ | o | |||||||||
James T. Diehl | o | þ | * | o | ||||||||
Ford Elsaesser | o | þ | þ | |||||||||
Maggie Y. Lyons | þ | þ | þ | |||||||||
Terry L. Merwin | o | o | þ | |||||||||
John B. Parker | o | o | þ | |||||||||
Michael J. Romine | þ | * | þ | o | ||||||||
Barbara Strickfaden | o | o | þ | * | ||||||||
Douglas P. Ward | þ | o | þ | �� |
* | Chairman |
• | has the sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent auditors; | |
• | reviews and approves the engagement of Intermountain’s independent auditors to perform audit and non-audit services and related fees; | |
• | meets independently with Intermountain’s internal auditing department, independent auditors and senior management; | |
• | reviews the integrity of Intermountain’s financial reporting process; | |
• | reviews Intermountain’s financial reports and disclosures submitted to bank regulatory authorities; and | |
• | maintains procedures for the receipt, retention and treatment of complaints regarding financial matters. |
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• | recommends, if appropriate, new employee benefit plans to the Board of Directors; | |
• | reviews all employee benefit plans; | |
• | make determinations in connection with compensation matters as may be necessary or advisable; and | |
• | recommends, if appropriate, revisions to the compensation and benefit arrangements for directors. |
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• | established a Nominating/ Corporate Governance committee; | |
• | adopted a Corporate Governance and Nominating Committee Charter and Corporate Governance Guidelines; | |
• | adopted a Code of Ethics for our senior financial officers (including our Chief Executive Officer); | |
• | adopted a Compensation Committee Charter; and | |
• | commenced holding regularly scheduled meetings of the Company’s non-management directors, separate from management. |
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Long Term Compensation | |||||||||||||||||||||||||||||||||
Awards | Payouts | ||||||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||||||
Securities | |||||||||||||||||||||||||||||||||
Other Annual | Restricted | Underlying | LTIP | All Other | |||||||||||||||||||||||||||||
Name and Principal | Compensation | Stock | Options/ | Payouts | Compensation | ||||||||||||||||||||||||||||
Position | Year | Salary($) | Bonus ($)(1) | ($)(2) | Awards($) | SARs(#)(3) | ($)(4) | ($)(5)(6) | |||||||||||||||||||||||||
Curt Hecker | 2004 | $ | 180,000 | $ | 146,986 | $ | 0 | 0 | 0 | $ | 0 | $ | 26,199 | ||||||||||||||||||||
President and CEO | 2003 | 180,000 | 168,586 | 0 | 0 | 5,940 | 45,602 | 46,000 | |||||||||||||||||||||||||
of the Company and | |||||||||||||||||||||||||||||||||
CEO of the Bank | |||||||||||||||||||||||||||||||||
Jerry Smith | 2004 | 147,500 | 125,300 | 0 | 0 | 0 | 0 | 31,079 | |||||||||||||||||||||||||
President of the | 2003 | 147,500 | 143,000 | 0 | 0 | 4,869 | 26,840 | 46,000 | |||||||||||||||||||||||||
Bank, EVP of the | |||||||||||||||||||||||||||||||||
Company | |||||||||||||||||||||||||||||||||
Douglas Wright | 2004 | 140,000 | 107,200 | 0 | 0 | 15,000 | 0 | 6,500 | |||||||||||||||||||||||||
EVP and Chief | 2003 | 140,000 | 124,000 | 0 | 0 | 20,130 | 0 | 2,896 | |||||||||||||||||||||||||
Financial Officer of the Company and | |||||||||||||||||||||||||||||||||
the Bank(7) | |||||||||||||||||||||||||||||||||
John Nagel, Sr. VP | 2004 | 108,150 | 83,542 | 0 | 0 | 7,500 | 0 | 3,342 | |||||||||||||||||||||||||
and Chief Credit | 2003 | 108,150 | 53,260 | 0 | 0 | 13,662 | 4,085 | 3,349 | |||||||||||||||||||||||||
Officer of the Bank | |||||||||||||||||||||||||||||||||
David Smith(8) | 2004 | 92,000 | 20,976 | 0 | 0 | 0 | 0 | 6,500 | |||||||||||||||||||||||||
2003 | 92,000 | 24,105 | 0 | 0 | 3,036 | 26,478 | 6,659 |
(1) | Includes bonuses accrued under the Short Term Executive Incentive Plan for the fiscal year 2004, but paid in 2005 as follows: Messrs. Hecker $122,400, J. Smith $100,300, Wright $95,200, Nagel $73,542 and D. Smith $20,976. Also includes a bonus paid under the stock purchase bonus program to purchase shares of Company stock as follows: Messrs. J. Smith $25,000, Wright $12,000 and Nagel $10,000, and payments made to Mr. Hecker in the amount of $24,586 under his Tax Payment Bonus Plan. |
(2) | Does not include amounts attributable to miscellaneous benefits received by executive officers, including the use of company-owned automobiles and the payment of certain club dues. In the opinion of management, the costs to Panhandle State Bank of providing such benefits to any individual executive officer during the year ended December 31, 2004 did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus reported for the individual. |
(3) | Represents shares subject to options granted during fiscal years 2003 and 2004 under Intermountain’s stock option plan. Shares have been adjusted for the 3-for-2 stock split effective March 10, 2005. |
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(4) | Includes payouts made in 2003 under Panhandle State Bank’s 2001 Long Term Incentive Plan. |
(5) | Includes contributions paid by Intermountain or Panhandle State Bank during 2004 for the benefit of Messrs. Hecker, J. Smith, Wright, Nagel, and D. Smith in the amounts of $6,500, $6,500, $6,500, $3,342 and $6,500, respectively, pursuant to Intermountain’s 401(k) Savings Plan and Trust. |
(6) | Includes amounts contributed to the SERP by Intermountain during 2004 on behalf of Messrs.��Hecker and J. Smith in the amounts of $19,699 and $24,579, respectively. |
(7) | Mr. Wright was appointed Chief Financial Officer effective November 9, 2004. |
(8) | Mr. Smith served as Sr. VP and Chief Financial Officer of the Bank and EVP and Chief Financial Officer of the Company until November 9, 2004. |
Individual Grants | Potential Realizable | |||||||||||||||||||||||
Value at Assumed Annual | ||||||||||||||||||||||||
Number of | Rates of Stock Price | |||||||||||||||||||||||
Shares of | % of Total | Appreciation for Option | ||||||||||||||||||||||
Underlying | Options | Exercise | Term(2) | |||||||||||||||||||||
Options | Granted to | Price | Expiration | |||||||||||||||||||||
Name | Granted (1) | Employees | ($/Share) | Date | 5% | 10% | ||||||||||||||||||
Curt Hecker | — | — | — | — | — | — | ||||||||||||||||||
Jerry Smith | — | — | — | — | — | — | ||||||||||||||||||
Douglas Wright | 15,000 | 18.8 | % | $ | 5.80 | 2/3/2014 | $ | 150,935 | $ | 382,498 | ||||||||||||||
John Nagel | 7,500 | 9.4 | % | $ | 5.80 | 2/3/2014 | $ | 75,467 | $ | 191,249 | ||||||||||||||
David Smith | — | — | — | — | — | — |
(1) | The options are non-qualified stock options and become exercisable in five annual installments. Each option was granted on February 3, 2004 under Intermountain’s stock option plan and has an exercise price equal to the net book value of Intermountain common stock on the date of grant. The fair market value on the date of grant was $16.00. Shares, exercise prices and fair market values have been adjusted to reflect the 3-for-2 stock split, effective March 10, 2005. |
(2) | The dollar amounts under these columns result from calculations at the 5% and 10% assumed appreciation rate established by the SEC and, therefore, are not intended to forecast possible future appreciation, if any, of Intermountain’s common stock price. |
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Number of Unexercised | Value of Unexercised | |||||||||||||||||||||||
Shares | Options at Year End(1) | Options at Year End(2) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise(1) | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Curt Hecker | 28,284 | $ | 302,528 | 109,221 | 7,929 | $ | 1,420,475 | $ | 99,366 | |||||||||||||||
Jerry Smith | 24,931 | $ | 284,413 | 39,174 | 22,663 | $ | 576,972 | $ | 304,923 | |||||||||||||||
Douglas Wright | — | — | 7,656 | 41,994 | $ | 91,806 | $ | 509,849 | ||||||||||||||||
John Nagel | — | — | 7,450 | 28,594 | $ | 94,739 | $ | 354,337 | ||||||||||||||||
David Smith | 34,878 | $ | 428,370 | 30,198 | 2,430 | $ | 417,409 | $ | 28,350 |
(1) | Shares have been adjusted for 3-for-2 stock split, effective March 10, 2005. |
(2) | On December 31, 2004, the average closing price of Intermountain’s common stock was $18.33, as adjusted for the 3-for-2 stock split, effective March 10, 2005. For purposes of the foregoing table, stock options with an exercise price less than that amount are considered to be “in-the-money” and are considered to have a value equal to the difference between this amount and the exercise price of the stock option multiplied by the number of shares covered by the stock option. |
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Executive Bonus Programs |
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Employee Benefit Plans |
Employee and Director Stock Option Plans |
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• | Reviewed and discussed with management the audited consolidated financial statements of Intermountain Community Bancorp as of December 31, 2004 and the year then ended; | |
• | Discussed with BDO Seidman, LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended, with respect to its review of the findings of the independent auditor during its examination of the Company’s financial statements; | |
• | Received from BDO Seidman, LLP, written affirmation of their independence. In addition, discussed with the auditors the firm’s independence and determined that the provision of non-audit services was compatible with maintaining auditor independence. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950124-05-002195/v06531dev0653100.gif)
12/31/1999 | 12/31/2000 | 12/31/2001 | 12/31/2002 | 12/31/2003 | 12/31/2004 | ||||||||||||||||||||||||||
Intermountain Community Bancorp | $ | 100 | $ | 84 | $ | 89 | $ | 118 | $ | 234 | $ | 325 | |||||||||||||||||||
SNL Index | $ | 100 | $ | 94 | $ | 127 | $ | 160 | $ | 229 | $ | 260 | |||||||||||||||||||
Russell 2000 | $ | 100 | $ | 96 | $ | 97 | $ | 76 | $ | 110 | $ | 129 | |||||||||||||||||||
Number of Shares of | Percentage of | ||||||||
Common Stock | Outstanding | ||||||||
Name and Address of Beneficial Owner | Owned | Common Stock | |||||||
Joyce R. Fenton | 529,872 | (1) | 9.31 | % | |||||
P. O. Box 505 | |||||||||
Dover, ID 83825-0505 | |||||||||
Wray D. Farmin | 385,473 | (2) | 6.77 | % | |||||
11815 Waikiki Rd | |||||||||
Spokane, WA 99218 |
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(1) | The shares beneficially held by Ms. Fenton include: 238,218 shares owned by Barrett, Ltd,. of which Ms. Fenton is the general partner and has sole voting and dispositive power; 283,800 shares owned by James Fenton Co., Inc., of which Ms. Fenton is the sole owner; and 7,854 shares held by the Fenton Living Trust, of which Ms. Fenton has sole voting and dispositive power. |
(2) | The shares beneficially held by Mr. Farmin are owned by the Farmin Family LLP, of which Mr. Farmin is the general partner and has sole voting and dispositive power. |
Percentage of | ||||||||
Number of Shares of | Outstanding | |||||||
Name and Position | Common Stock Owned(1) | Common Stock | ||||||
Directors | ||||||||
John B. Parker,Chairman | 94,057 | (2) | 1.65 | % | ||||
James T. Diehl,Vice Chairman | 238,791 | (3) | 4.20 | % | ||||
Curt Hecker,Director, President and CEO of the Company and CEO of the Bank | 225,600 | (4) | 3.96 | % | ||||
C. L. Bauer,Director | 180,708 | (5) | 3.18 | % | ||||
Ford Elsaesser,Director | 104,802 | (6) | 1.84 | % | ||||
Ronald Jones,Director | 13,948 | (10) | 0.25 | % | ||||
Maggie Y. Lyons,Director | 18,015 | (9) | 0.32 | % | ||||
Terry L. Merwin,Director | 109,747 | 1.93 | % | |||||
Jim Patrick,Director | 28,347 | (13) | 0.50 | % | ||||
Dennis Pence,Director | 19,080 | 0.34 | % | |||||
Michael J. Romine,Director | 427,656 | (11) | 7.51 | % | ||||
Jerry Smith,Director, Executive Vice President of the Company and President of the Bank | 92,363 | (7) | 1.62 | % | ||||
Douglas P. Ward,Director | 20,553 | (12) | 0.36 | % | ||||
Barbara Strickfaden,Director | 2,550 | (8) | 0.04 | % |
(1) | Includes shares subject to options that could be exercised within 60 days as follows: 15,525 shares for each of Messrs. Diehl, Elsaesser, Romine and Ward; 150 shares for each of Messrs. Bauer and Merwin; 9,900 shares for Mr. Parker; 111,996 shares for Mr. Hecker; 48,133 shares for Mr. Smith; 1,050 shares for Mrs. Strickfaden; 2,691 shares for Ms. Lyons; and 6,420 shares for Mr. Pence. |
(2) | Includes 78,532 shares held jointly with spouse. |
(3) | Includes 8,013 shares held jointly with spouse; 5,925 shares held in a trust for Erick Joseph Diehl of which Mr. Diehl is a co-conservator; 5,925 shares held in a trust for Jess Isaac Diehl of which Mr. Diehl is a co-conservator; and 193,080 shares held in the Diehl Family LLC of which Mr. Diehl is a managing member. |
(4) | Includes 75,918 shares held jointly with spouse, and 9,402 shares held in an IRA account for the benefit of Mr. Hecker. |
(5) | Includes 55,044 shares held jointly with spouse; 5,190 shares held by Mr. Bauer’s spouse; 51,921 shares held in IRA accounts for the benefit of Mr. Bauer; and 47,259 shares held in IRA accounts for the benefit of Mr. Bauer’s spouse. |
(6) | Includes 1,815 shares held jointly with spouse; 1,536 shares held by Mr. Elsaesser’s minor children and daughter; 80,148 shares held in a pension fund trust for the benefit of Mr. Elsaesser; 4,710 held in a pension fund trust for Joseph Jarzabek of which Mr. Elsaesser is a trustee; and 1,068 shares held in a savings plan trust for Donna La Rue of which Mr. Elsaesser is a trustee. |
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(7) | Includes 7,656 shares held jointly with spouse, 11,439 shares held in an IRA account for the benefit of Mr. Smith, and 204 shares held by Mr. Smith’s children. |
(8) | Includes 1,500 shares held jointly with spouse in nominee name. |
(9) | Includes 1,023 shares held jointly with spouse, and 6,678 shares held in nominee name. |
(10) | Includes 2,790 shares held jointly with spouse, 2,580 shares held in an IRA account for the benefit of Mr. Jones’ spouse, and 5,091 shares held in an IRA account for the benefit of Mr. Jones. |
(11) | Includes 3,339 shares held by significant other in nominee name. |
(12) | Includes 5,028 shares held jointly with spouse. |
(13) | Includes 22,507 shares held jointly with spouse, 1,903 shares held in an IRA for the benefit of Mr. Patrick, and 3,937 shares held in a SEP IRA for the benefit of Mr. Patrick. |
Number of Shares | Percentage of | |||||||
of Common Stock | Outstanding | |||||||
Name and Position | Owned(1) | Common Stock | ||||||
John Nagel,SVP & Chief Credit Officer | 20,476 | 0.36 | % | |||||
Douglas Wright,EVP & Chief Financial Officer | 22,632 | (2) | 0.40 | % | ||||
David Smith | 148,310 | (3) | 2.61 | % | ||||
Officers & Directors as a Group (17 Individuals) | 1,767,635 | 31.07 | % |
(1) | Includes shares subject to options exercisable within 60 days as follows: Messrs. Nagel 10,666 shares; Wright 13,956 shares; D. Smith 30,805 shares; and 298,017 shares held by officers and directors as a group. |
(2) | Includes 8,676 shares held jointly with spouse. |
(3) | Includes 6,957 shares held jointly with spouse, 3,981 shares held jointly with son, 16,656 shares held in an IRA account for the benefit of Mr. Smith’s spouse, and 27,021 shares held in an IRA account for the benefit of Mr. Smith. |
• | The lease terms expire February 28, 2018; | |
• | Magic Valley Bank has an option, commencing at the expiration of the lease terms, to renew the leases for three consecutive five (5) year terms at current market rates; | |
• | Perrine Partnership, LLC pays all taxes, utilities and general maintenance, and Magic Valley Bank is responsible for its own casualty and liability insurance to insure the premises; and |
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• | The premises may not be sublet without the prior written consent of Perrine Partnership, LLC. |
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1. Be directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting). The Company’s independent auditors will report directly to the Audit Committee. | |
2. Pre-approve all auditing and permissible non-audit services to be provided to the Company or the Bank by the Company’s independent auditors, except for certain de minimus services as defined in the Sarbanes-Oxley Act of 2002. | |
3. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. | |
4. Review the annual audited financial statements with the Company’s management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements. | |
5. Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements. | |
6. Review the attestation report certifying internal control effectiveness and the results of testing conducted as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Committee will review testing conducted by both internal employees and by the company’s external auditor. | |
7. Review with management and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q or, if contemplated, before the public release of quarterly results. | |
8. Meet periodically with management to review the Company’s and the Bank’s major financial risk exposures and the steps management has taken to monitor and control such exposures. | |
9. Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management, including new accounting and reporting rules. | |
10. Review and approve the fees to be paid to the independent auditor. | |
11. Receive periodic reports from the independent auditor regarding the auditor’s independence consistent with Independence Standards Board Standard 1, discuss such reports with the auditor, and if so determined by the Audit Committee, take or recommend that the full Board take appropriate action to oversee the independence of the auditor. | |
12. Evaluate the performance of the independent auditor and, if so determined by the Audit Committee, replace the independent auditor. Require the independent auditor rotate the lead and concurring partners every five years. | |
13. Review the appointment and replacement of the senior internal auditing executive. | |
14. Review the internal audit plan annually and any changes to the plan. |
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15. Review the significant reports to management prepared by the internal auditing department and management’s responses. | |
16. Meet with the independent auditor prior to the audit to review the planning and staffing of the audit. | |
17. Obtain from the independent auditor assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated. | |
18. Obtain information from management, the Company’s and the Bank’s senior internal auditing executive and the independent auditor that the Company’s subsidiary entities are in conformity with applicable legal requirements. | |
19. Discuss with the independent auditor the matters required to be discussed by Statement of Auditing Standards No. 61 relating to the conduct of the audit. | |
20. Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter. | |
21. Prepare the Audit Committee report required by the rules of the Securities and Exchange Commission (as adopted through incorporation by reference by the FDIC) to be included in the Company’s annual proxy statement. | |
22. Advise the Board with respect to the Company’s and the Bank’s policies and procedures regarding compliance with applicable laws and regulations. | |
23. Review with the Company’s corporate securities counsel, legal matters that may have a material impact on the financial statements, the Company’s or the Bank’s compliance policies and any material reports or inquiries received from regulators or governmental agencies. | |
24. Meet at least quarterly with the senior internal auditing executive and the independent auditor in separate executive sessions. | |
25. Maintain procedures for the receipt, retention and treatment of complaints received by the Company or the Bank regarding financial statements, disclosures, accounting, internal controls, or auditing matters, and the confidential, anonymous submission by employees of the Company or the Bank regarding the same. Such procedures are set forth inExhibit A. | |
26. Oversee the Company’s and Bank’s risk management process, as defined in the IMCB Risk Management Policy. This oversight includes monitoring the Company’s overall risk assessment, management and control processes, and discussing results with the Board on at least a quarterly basis. |
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• | Online Option: Using the internet, the employee should go to Intermountain Community Bancorp’s website atwww.intermountainbank.com and click on theInvestor Relationssection on the left side of the home page. This will open IMCB’sInvestor Relationspage. Once at this page, the employee should click on theGovernance Documentssection headline, and then the “Whistleblower Submission” link. This will open the Whistleblower submission form. The employee should then follow the directions on the form to complete and submit the form online. | |
• | Written Option: The employee may also express his concerns in writing and forward them in a sealed envelope to the Chair of the Audit Committee, in the care of the Corporate Secretary. The envelope should be labeled “To be opened by the Audit Committee only” or a similar legend. The Corporate Secretary shall promptly forward unopened any such envelopes to the Committee. |
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(1) receipt of a financial benefit to which he or she is not entitled; | |
(2) an intentional infliction of harm to the Corporation or its shareholders; | |
(3) a violation of § 30-1-833, Idaho Code in effect as of the date these Articles are filed or as may be subsequently amended; or | |
(4) an intentional violation of criminal law. |
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(1) the amount of a financial benefit received by a director to which he or she is not entitled; | |
(2) an intentional infliction of harm on the Corporation or the shareholders; | |
(3) a violation of § 30-1-833, Idaho Code in effect as of the date these Articles are filed or as may be subsequently amended; or | |
(4) an intentional violation of criminal law. |
(1) receipt of a financial benefit to which he or she is not entitled; | |
(2) an intentional infliction of harm on the Corporation or its shareholders; | |
(3) a violation of § 30-1-833, Idaho Code in effect as of the date these Articles are filed or as maybe subsequently amended; or | |
(4) an intentional violation of criminal law. |
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INTERMOUNTAIN COMMUNITY BANCORP |
By |
Curt Hecker, President and CEO |
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INTERMOUNTAIN COMMUNITY BANCORP
PROXY
PLEASE SIGN AND RETURN IMMEDIATELY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James T. Diehl, Terry L. Merwin and John B. Parker, and each of them (with full power to act alone), my Proxies, with full power of substitution as Proxy, and hereby authorizes Messrs. Diehl, Merwin and Parker to represent and to vote, as designated below, all the shares of common stock of Intermountain Community Bancorp held of record by the undersigned on March 16, 2005, at the Annual Meeting of Shareholders to be held on April 30, 2005, or any adjournment of such Annual Meeting.
1.A. | ELECT DIRECTORS FOR CLASS TO EXPIRE IN 2008. |
A. | I voteFORall nominees listed below (except as marked to the contrary below).o | |||
B. | IWITHHOLD AUTHORITYto vote for any individual nominee whose name I have struck a line through in the list below: |
Charles L. Baueru Maggie Y. Lyonsu Ron Jones
Barbara Strickfadenu Douglas P. Ward
C. | I WITHHOLD AUTHORITYto vote for all nominees listed above.o |
1.B. | ELECT DIRECTOR FOR CLASS TO EXPIRE IN 2006. |
A. | I voteFORJim Patrick.o | |||
B. | IWITHHOLD AUTHORITYto vote for Jim Patrick.o |
2. | APPROVE THE AMENDMENT TO INTERMOUNTAIN’S ARTICLES OF INCORPORATION to increase the number of authorized shares of common stock. |
FORo AGAINSTo ABSTAINo
3. | APPROVE THE AMENDMENT TO INTERMOUNTAIN’S ARTICLES OF INCORPORATION to change the supermajority voting provisions for approval of mergers and acquisitions. |
FORo AGAINSTo ABSTAINo
4. | APPROVE THE AMENDMENTS TO INTERMOUNTAIN’S ARTICLES OF INCORPORATION to make certain technical changes. |
FORo AGAINSTo ABSTAINo
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5. | APPROVE THE AMENDMENTS TO INTERMOUNTAIN’S DIRECTOR STOCK OPTION PLAN to (a) provide for the grant of restricted stock awards, and (b) to make related technical changes. |
FORo AGAINSTo ABSTAINo
6. | RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP as the independent registered public accountants for Intermountain for 2005. |
FORo AGAINSTo ABSTAINo
7. | WHATEVER OTHER BUSINESSas may properly be brought before the Annual Meeting or any adjournment thereof. | |||
THIS PROXY CONFERS AUTHORITY TO VOTE “FOR” AND WILL BE VOTED “FOR” THE PROPOSALS LISTED UNLESS AUTHORITY IS WITHHELD OR A VOTE AGAINST OR AN ABSTENTION IS SPECIFIED, IN WHICH CASE THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION SO MADE. |
Management knows of no other matters that may properly be, or which are likely to be, brought before the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, this Proxy will be voted in accordance with the recommendations of management.
The Board of Directors recommends a vote“FOR”the listed proposals.
, 2005 | , 2005 | |
Signature of Shareholder | Signature of Shareholder |
ALL JOINT OWNERS MUST SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.