SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box: |_| Confidential, for Use of
|_| Preliminary proxy statement the Commission Only (as
|X| Definitive proxy statement permitted by Rule 14a-6(e)(2)
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
COMMUNITY CAPITAL BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions 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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
|_| 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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia 31707
(229) 446-2265
March 23, 2001
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders,
which will be held at the Merry Acres Conference Center, 1504 Dawson Road,
Albany, Georgia 31707, on Monday, April 23, 2001, at 1:30 p.m. I sincerely hope
that you will be able to attend the meeting, and I look forward to seeing you.
The attached notice of the annual meeting and proxy statement describes the
formal business to be transacted at the meeting. We will also report on our
operations during the past year and during the first quarter of fiscal year
2001, as well as our plans for the future.
A copy of our annual report, which contains information on our operations
and financial performance as well as our audited financial statements, is also
included with this proxy statement.
Please take this opportunity to become involved in the affairs of Community
Capital. Whether or not you expect to be present at the meeting, please mark,
date, and sign the enclosed proxy card, and return it to us in the envelope
provided as soon as possible. Returning the proxy card will NOT deprive you of
your right to attend the meeting and vote your shares in person. If you attend
the meeting, you may withdraw your proxy and vote your own shares.
Sincerely,
/s/ Robert E. Lee
Robert E. Lee
President
COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia 31707
(912) 446-2265
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 2001
The annual meeting of shareholders of Community Capital Bancshares, Inc.
will be held on Monday, April 23, 2001, at 1:30 p.m. at the Merry Acres
Conference Center, 1504 Dawson Road, Albany, Georgia 31707 for the following
purposes:
(1) To elect five persons to serve as Class II directors for a three-year
term; and
(2) To transact any other business as may properly come before the meeting
or any adjournments of the meeting.
The board of directors has set the close of business on March 14, 2001, as
the record date for determining the shareholders who are entitled to notice of,
and to vote at, the meeting.
We hope that you will be able to attend the meeting. We ask, however,
whether or not you plan to attend the meeting, that you mark, date, sign, and
return the enclosed proxy card as soon as possible. Promptly returning your
proxy card will help ensure the greatest number of shareholders are present
whether in person or by proxy.
If you attend the meeting in person, you may revoke your proxy at the
meeting and vote your shares in person. You may revoke your proxy at any time
before the proxy is exercised.
By Order of the Board of Directors,
/s/ Robert E. Lee
Robert E. Lee
President
March 23, 2001
COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia 31707
(229) 446-2265
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PROXY STATEMENT FOR 2001 ANNUAL MEETING
----------------------------------------------------
INTRODUCTION
Time and Place of the Meeting
Our board of directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of shareholders
to be held on Monday, April 23, 2001, at 1:30 p.m. at the Merry Acres Conference
Center, 1504 Dawson Road, Albany, Georgia 31707 and at any adjournments of the
meeting.
Record Date and Mailing Date
The close of business March 14, 2001 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about March 23, 2001.
Number of Shares Outstanding
As of the close of business on the record date, Community Capital had
10,000,000 shares of common stock, $1.00 par value authorized, of which
1,463,785 shares were issued and outstanding. Each issued and outstanding share
is entitled to one vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
Proposal to Be Considered
Shareholders will be asked to elect five persons to serve as Class II
directors for a three-year term. The persons nominated to serve as Class II
directors as well as the continuing Class III and Class I directors are
described beginning on page 3. The board of directors recommends a vote for
approval of this proposal.
Procedures for Voting by Proxy
If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the director nominees and in the best
judgment of the persons appointed as proxies as to all other matters properly
brought before the meeting. If any nominee for election to the board of
directors named in this proxy statement becomes unavailable for election for any
reason, the proxy will be voted for a substitute nominee selected by the board
of directors.
You can revoke your proxy at any time before it is voted by delivering to
Robert E. Lee, president of Community Capital, at the main office of Community
Capital, either a written revocation of the proxy or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
Requirements for Shareholder Approval
A quorum will be present at the meeting if a majority of the outstanding
shares of common stock is represented in person or by valid proxy. We will count
abstentions and broker non-votes, which are described below, in determining
whether a quorum exists. Only those votes actually cast for the election of a
director, however, will be counted for purposes of determining whether a
particular director nominee receives sufficient votes to be elected. To be
elected, a director nominee must receive more votes than any other nominee for
the particular seat on the board of directors. As a result, if you withhold your
vote as to one or more nominees, it will have no effect on the outcome of the
election unless you cast that vote for a competing nominee. At the present time
we do not know of any competing nominees.
Abstentions. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
Broker Non-Votes. Brokers who hold shares for the accounts of their clients
may vote these shares either as directed by their clients or in their own
discretion if permitted by the exchange or other organization of which they are
members. Proxies that contain a broker vote on one or more proposals but no vote
on others are referred to as "broker non-votes" with respect to the proposal(s)
not voted upon. Broker non-votes are included in determining the presence of a
quorum. A broker non-vote, however, does not count as a vote in favor of or
against a particular proposal for which the broker has no discretionary voting
authority.
Approval of any other matter that may properly come before the annual
meeting requires the affirmative vote of a majority of shares of common stock
present in person or by proxy and entitled to vote on the matter. Abstentions
and broker non-votes will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative votes.
SOLICITATION OF PROXIES
Community Capital will pay the cost of proxy solicitation. Our directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise. We will direct brokerage firms
or other custodians, nominees or fiduciaries to forward our proxy solicitation
material to the beneficial owners of common stock held of record by these
institutions and will reimburse them for the reasonable out-of-pocket expenses
they incur in connection with this process.
PROPOSAL ONE: ELECTION OF DIRECTORS
The board of directors consists of 15 members and is divided into three
classes with five members in each class. The directors in each class serve for
staggered terms of three years each. The term of each class expires at the
annual meeting in the years indicated below and upon the election and
qualification of the director's successor. The Board recommends that the
shareholders elect the nominees identified below as director nominees to serve
as Class II directors for a three-year term expiring in 2004. The following
table shows for each nominee and continuing director: (a) his or her name, (b)
his or her age at December 31, 2000, (c) how long he or she has been a director
of Community Capital, (d) his or her position(s) with Community Capital, other
than as a director, and (e) his or her principal occupation and recent business
experience for the past five years.
Class II Director Nominees:
(For Three-Year Term Expiring 2004)
Position with Community Capital
Name (Age) Director Since and Business Experience
- ---------- -------------- -----------------------
C. Richard Langley (52) 1998 Attorney, Langley & Lee
Bennett D. Cotten, Jr. (47) 1998 Orthopedic Surgeon, Southwest Georgia Orthopedic
and Sports Medicine
Jane Anne D. Sullivan (41) 1998 Business Owner, Buildings Exchange, a real estate
holding company
John P. Ventulett, Jr. (52) 1998 Executive Insurance Agent, Vice President,
JSL/Howard Ventulett & Bishop Insurors of Albany
James D. Woods (57) 1998 Medical Doctor, Drs. Adams and Woods, M.D. P.C.
Medical Practice
Continuing Class III Directors:
(Term Expiring 2002)
Position with Community Capital
Name (Age) Director Since and Business Experience
- ---------- -------------- -----------------------
Robert M. Beauchamp (38) 1998 Attorney, Beauchamp & Associates, LLC
Glenn A. Dowling (68) 1998 Podiatrist, Managing Partner, Ambulatory Surgery
Center and Albany Podiatry Associates; Business
Owner and Developer, Partridge Pea Plantation
Mary Helen Dykes (50) 1998 Business Owner/Administrator, Secretary and
Treasurer, Bob's Candies, Inc.
Mark M. Shoemaker (45) 1998 Medical Doctor, Albany Anesthesia Associates
Lawrence B. Willson (50) 1998 Business Administrator, Vice President and Farm
Manager, Sunnyland Farms, Inc.
Class I Continuing Directors:
(Term Expiring 2003)
Position with Community Capital
Name (Age) Director Since and Business Experience
- ---------- -------------- -----------------------
Charles M. Jones, III (50) 1998 Chairman of the Board of Directors of Community
Capital and Albany Bank & Trust and Chief
Executive Officer of Community Capital; Chief
Executive Officer, Consolidated Loan & Mortgage
Co. and affiliated companies
Van Cise Knowles (60) 1998 Surgeon, Van C. Knowles M.D., P. C.
Robert E. Lee(1) (48) 1998 President of Community Capital and Albany Bank &
Trust and Chief Executive Officer of Albany Bank
& Trust
Corinne C. Martin (58) 1998 Ownership interest in Carlton Co., a family owned
business and Caterpillar equipment distributor
William F. McAfee (63) 1998 Business Owner, Bill McAfee Leasing, a commercial
truck lessor; Sales Manager, Allstar
International, a commercial truck dealership
- ----------
(1) Mr. Lee has served as president of Community Capital since August 1, 1998.
Prior to becoming an officer of Community Capital, Mr. Lee served as
executive vice president and chief financial officer of a community bank.
Meetings and Committees of the Board
During the year ended December 31, 2000, the board of directors of
Community Capital held 12 meetings and the board of directors of Albany Bank &
Trust held 12 meetings. The directors of Albany Bank & Trust are the same as
those of Community Capital. All incumbent directors attended at least 75% of the
total number of meetings of Community Capital's and Albany Bank & Trust's board
of directors and committees of the board on which he or she serves.
The board of directors does not have a nominating committee.
The board of directors has established a compensation committee which
establishes compensation levels for officers of Community Capital and Albany
Bank & Trust, reviews management organization and development, reviews
significant employee benefit programs and establishes and administers executive
compensation programs, including the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan. The compensation committee is chaired by Van Cise Knowles
and also includes Charles M. Jones, III, Robert E. Lee and Jane Anne D.
Sullivan. The compensation committee held three meetings during the year ended
December 31, 2000.
The board of directors has established an audit and compliance commitee,
which recommends to the board of directors the independent public accountants to
be selected to audit Community Capital and Albany Bank & Trust's annual
financial statements and approves any special assignments given to the
independent public accountants. The audit and compliance committee also reviews
the planned scope of the annual audit, any changes in accounting principles and
the effectiveness and efficiency of Community Capital's and Albany Bank &
Trust's internal accounting staff. Additionally, the audit and compliance
commitee provides oversight to Community Capital's and Albany Bank & Trust's
compliance with regulatory rules and regulations, including the Community
Reinvestment Act. The audit and compliance commitee is chaired by William F.
McAfee and also includes Glenn A. Dowling and C. Richard Langley. The audit and
compliance commitee held four meetings during the year ended December 31, 2000.
Audit Committee Report
The audit committee reports as follows with respect to the audit of
Community Capital's 2000 audited consolidated financial statements.
o The audit committee has reviewed and discussed Community Capital's
2000 audited consolidated financial statements with Community
Capital's management;
o The audit committee has discussed with the independent auditors,
Mauldin & Jenkins, LLC, the matters required to be discussed by SAS
61, which include, among other items, matters related to the conduct
of the audit of Community Capital's consolidated financial statements;
o The audit committee has received written disclosures and the letter
from the independent auditors required by ISB Standard No. 1 (which
relates to the auditor's independence from the corporation and its
related entities) and has discussed with the auditors the auditors'
independence from Community Capital; and
o Based on review and discussions of Community Capital's 2000 audited
consolidated financial statements with management and discussions with
the independent auditors, the audit committee recommended to the board
of directors that Community Capital's 2000 audited consolidated
financial statements be included in Community Capital's Annual Report
on Form 10-KSB.
March 8, 2001 Audit Committee:
Willam F. McAfee
Glenn A. Dowling
C. Richard Langley
Audit Committee Charter
The board of directors has adopted a written charter for the audit
committee, a copy of which is attached to this proxy statement as Appendix A.
The board of directors reviews and approves changes to the audit committee
charter annually.
Independence of Audit Committee Members
The Company's audit committee is comprised of William F. McAfee, Glenn A.
Dowling and C. Richard Langley. Each of these members meets the requirements for
independence as defined by the National Association of Securities Dealers, Inc.
listing standards.
EXECUTIVE OFFICERS
The following table shows for each executive officer of Community Capital:
(a) his name, (b) his age at December 31, 2000, (c) how long he has been an
officer of Community Capital, and (d) his positions with Community Capital and
Albany Bank & Trust:
Position with Community
Name (Age) Officer Since Capital and Albany Bank & Trust
- ---------- ------------- -------------------------------
Charles M. Jones, III (50) 1998 Chief Executive Officer of Community Capital
Robert E. Lee (48) 1998 President of Community Capital and Albany Bank &
Trust and Chief Executive Officer of Albany Bank
& Trust
David J. Baranko (44) 1999 Chief Financial Officer of Community Capital and
Albany Bank & Trust
David C. Guillebeau (39) 1998 Executive Vice President and Senior Lending
Officer of Albany Bank & Trust
COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to Community Capital for
the fiscal years 2000, 1999 and 1998 of our chief executive officer and our
president. No other executive officer received a combined payment of salary and
bonus in excess of $100,000 for services rendered to Community Capital during
2000.
Summary Compensation Table
Annual Compensation(1) Long-Term Compensation Awards
----------------------------------------- --------------------------------------
Number of All Other
Compensation Salary Bonus Securities Compensation
Name and Position Year ($) ($) Underlying Options ($)
- ----------------- ------------ ------- ------ ------------------ ------------
Charles M Jones, III, 2000 0 0 285 0
Chief Executive Officer 0 0 21,428 0
1999 0 0 0 0
1998
Robert E. Lee,
President 2000 121,000 20,000 0 6,071(2)
1999 108,333 15,000 75,000 6,057(2)
1998 45,832 0 0 0
- ----------
(1) We have omitted information on "perks" and other personal benefits because
the aggregate value of these items does not meet the minimum amount
required for disclosure under the Securities and Exchange Commission
regulations.
(2) Includes a matching contribution to Mr. Lee's 401K plan of $4,746 and
$3,699 in 2000 and 1999, respectively, and premiums paid on a term life
insurance policy for the benefit of Mr. Lee of $1,325 and $2,388 in 2000
and 1999, respectively.
The following tables set forth information at December 31, 2000, and for
the fiscal year then ended, concerning stock options granted to the executive
officers listed in the Summary Compensation Table. The listed executive officers
did not exercise any options to purchase common stock of Community Capital
during 2000. We have not granted any stock appreciation rights, restricted stock
or stock incentives other than stock options.
Stock Option Grants in Fiscal 2000
Percent of
Number of Total Options
Securities Granted to
Underlying Options Employees in Exercise Price
Name Granted Fiscal Year Per Share Expiration Date
- ---- ------------------ ------------- -------------- ---------------
Charles M. Jones, III 285 13.4% $7.00 April 24, 2010
Aggregated Option Exercises in Fiscal 2000 and Fiscal Year-End Option Values
Number of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options December 31, 1999
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
Charles M. Jones, III 0 $0 4,571 17,142 $ 50 --
Robert E. Lee 0 $0 30,000 45,000 $5,250 $7,875
Employment Agreement
On August 19, 1998, Community Capital and Albany Bank & Trust entered into
an employment agreement with Mr. Lee regarding Mr. Lee's employment as Community
Capital's president. The initial term of the agreement began on August 1, 1998,
and runs until July 31, 2003. At the end of the initial five-year term and at
the end of any extension of the term, the agreement will be automatically
extended for a period of twelve months, unless a party to agreement provides
notice to the other parties that he or it does not intend to extend the
agreement.
Mr. Lee's base salary under the agreement during 2000 was $121,000 per
year. The board of directors is required to review the base salary amount
annually, and the base salary may be increased by an amount determined by the
board of directors. The agreement also provides that Mr. Lee is entitled to an
annual cash bonus based on Community Capital's consolidated earnings, provided
that the board of directors determines, according to reasonable safety and
soundness standards, that the overall financial condition of Albany Bank & Trust
will not be adversely affected by the payment of the bonus. Mr. Lee earned a
bonus of $20,000 during 2000. Additionally, the agreement requires Community
Capital to provide Mr. Lee with an automobile, health insurance, life insurance,
vacation time, reimbursement for reasonable business expenses, club memberships
and other customary benefits.
Generally, in the event Mr. Lee is terminated by Community Capital without
cause or Mr. Lee terminates his employment with cause, Community Capital will be
required to meet its obligations with respect to Mr. Lee's compensation for a
period equal to the greater of twelve months from the date of termination or the
remaining term of the agreement. In the event Community Capital terminates Mr.
Lee's employment due to his permanent disability, Community Capital will be
required to meet its obligations with respect to Mr. Lee's compensation for a
period of twelve months following the termination. If Mr. Lee terminates his
employment within six months following a change of control of
Community Capital, Mr. Lee will be entitled to a cash payment equal to 2.99
times his average base salary for the preceding three years.
If Mr. Lee's employment is terminated by Community Capital with cause or
Mr. Lee terminates his employment without cause or upon a change of control, Mr.
Lee will generally be prohibited from competing with Albany Bank & Trust or
soliciting its customers or employees for a period of twelve months from the
date of termination.
Director Compensation
During 2000, our directors received $100 for each board meeting attended.
Additionally, on April 24, 2000, we granted our chairman of the board a
non-qualified option to purchase 285 shares of stock and granted every other
non-employee director a non-qualified option to purchase 142 shares of Community
Capital's common stock for their services as directors during 2000. The options
vested immediately on the grant date, are exercisable at $7.00 per share and
have a maximum term of ten years from the grant date. Directors of Albany Bank &
Trust will not be separately compensated for their services as directors until
Albany Bank & Trust is cumulatively profitable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the record date, the number of shares
common stock beneficially owned by (a) each current director of Community
Capital, (b) each executive officer listed in the Summary Compensation Table,
and (c) all current executive officers and directors as a group. As of the
record date, Community Capital did not have any non-director shareholders who
beneficially owned more than 5% of the outstanding common stock. The information
shown below is based upon information furnished to Community Capital by the
named persons. Additionally, the address for each person listed below is 2815
Meredyth Drive, Albany, Georgia 31707.
Information relating to beneficial ownership of Community Capital is based
upon "beneficial ownership" concepts described in the rules issued under the
Securities Exchange Act of 1934, as amended. Under these rules a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of the
security, or "investment power," which includes the power to dispose or to
direct the disposition of the security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security as to which that person has the
right to acquire beneficial ownership within sixty (60) days from the record
date. Unless otherwise indicated in the "Nature of Beneficial Ownership" column,
each person is the record owner of and has sole voting and investment power with
respect to his or her shares.
Number of Shares
Subject to
Number Options/Warrants Aggregate
of Exercisable Number of Percent Nature of
Name and Address Shares within 60 days Shares of Class Beneficial Ownership
- ---------------- ------ ---------------- --------- -------- --------------------
Directors:
Robert M. Beauchamp 28,571 8,713 37,284 2.5
Bennett D. Cotten, Jr. 14,285 5,856 20,141 1.4
Glenn A. Dowling 21,428 8,713 30,141 2.0
Mary Helen Dykes 4,762 2,428 7,190 0.5
Number of Shares
Subject to
Number Options/Warrants Aggregate
of Exercisable Number of Percent Nature of
Name and Address Shares within 60 days Shares of Class Beneficial Ownership
- ---------------- ------ ---------------- --------- -------- --------------------
Charles M. Jones, III 42,857 13,142 55,999 3.8
Van Cise Knowles 28,571 8,713 37,284 2.5
C. Richard Langley 16,714 6,828 23,542 1.6
Robert E. Lee 72,964 38,571 111,535 7.4 Includes 33,142 shares held
in an IRA for the benefit of
Mr. Lee.
Corinne C. Martin 34,285 8,713 42,998 2.9 Includes 4,285 shares held
by Ms. Martin as trustee for
grandchildren as to which
beneficial ownership is
shared.
William F. McAfee 21,428 8,713 30,141 2.0
Mark M. Shoemaker 21,428 8,713 30,141 2.0
Jane Anne D. Sullivan 28,570 8,713 37,283 2.5 Includes 7,142 shares owned
by Ms. Sullivan's children
as to which beneficial
ownership is shared.
John P. Ventulett, Jr. 21,571 8,713 30,284 2.1
Lawrence B. Willson 21,428 8,713 30,141 2.0
James D. Woods 21,428 8,713 30,141 2.0 Includes 21,428 shares held
in a profit sharing plan for
the benefit of Dr. Woods.
Executive Officers*:
David J. Baranko 4,518 2,286 6,804 0.5 Includes 4,428 shares held
in an IRA for the benefit of
Mr. Baranko.
David C. Guillebeau 8,047 12,000 20,047 1.4
All Directors and 412,855 168,242 581,097 35.6
Executive Officers, as a
Group
- ----------
* Mr. Jones and Mr. Lee are also executive officers of Community Capital.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires Community
Capital's directors and executive officers and persons who own beneficially more
than 10% of Community Capital's outstanding common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in their ownership of Community Capital's common stock. Directors,
executive officers and greater than 10% shareholders are required to furnish
Community Capital with copies of the forms they file. To our knowledge, based
solely on a review of the copies of these reports furnished to Community
Capital, during the fiscal year ended December 31, 2000, all of our directors
and executive officers, who are listed above, complied with all applicable
Section 16(a) filing requirements.
RELATIONSHIPS AND RELATED TRANSACTIONS
Community Capital and Albany Bank & Trust have banking and other business
transactions in the ordinary course of business with directors and officers of
Community Capital and Albany Bank & Trust and their affiliates, including
members of their families, corporations, partnerships or other organizations in
which the directors and officers have a controlling interest. These transactions
are on substantially the same terms (including price, interest rate and
collateral) as those prevailing at the same time for comparable transactions
with unrelated parties. In the opinion of management, these transactions do not
involve more than the normal risk of collectibility or present other unfavorable
features to Community Capital or Albany Bank & Trust.
INDEPENDENT PUBLIC ACCOUNTANTS
Community Capital has selected the accounting firm of Mauldin & Jenkins,
LLC to serve as principal accountant for Community Capital for the fiscal
year-ending December 31, 2001. The firm of Mauldin & Jenkins, LLC has served as
Community Capital's principal accountant since 1998. A representative of the
firm is expected to be present at the meeting and will be given the opportunity
to make a statement if he or she desires to do so and will be available to
respond to appropriate questions from shareholders.
Audit Fees
In connection with services rendered in connection with the audit of
Community Capital's annual financial statements and the review of Community
Capital's interim financial statements, Community Capital has estimated that its
total audit fees for fiscal year 2000 were approximately $18,000. This figure is
based on an estimate provided by our accountant, Mauldin & Jenkins, LLC, and
includes fees for services that were billed to Community Capital in fiscal year
2001 in connection with the 2000 fiscal year audit.
Financial Information Systems Design and Implementation Fees
The Company did not retain its principal accountant to perform financial
information systems design or implementation services in fiscal year 2000.
Other Fees
During fiscal year 2000, Community Capital was billed $28,250 by its
principal accountant for services not described above. These "other fees" were
for tax consulting and other services.
The audit committee has considered the provision of non-audit services by
our principal accountant and has determined that the provision of these services
was consistent with maintaining the independence of Community Capital's
principal accountant.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted for consideration at the next annual
meeting of shareholders must be received by Community Capital no later than
December 1, 2001, to be included in the 2002 proxy materials. A shareholder must
notify Community Capital before February 1, 2002, if the shareholder has a
proposal to present at the 2002 annual meeting which the shareholder intends to
present other than by inclusion in Community Capital's proxy material. If
Community Capital does not receive such notice prior to February 1, 2002,
proxies solicited by the management of Community Capital will confer
discretionary authority upon the management of Community Capital to vote upon
any such proposal.
OTHER MATTERS
The board of directors of Community Capital knows of no other matters that
may be brought before the meeting. If, however, any matters other than the
election of directors or matters related to the election, should properly come
before the meeting, votes will be cast pursuant to the proxies in accordance
with the best judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
March 23, 2001
Appendix - A
COMMUNITY CAPITAL BANCSHARES, INC.
ALBANY BANK & TRUST
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the audit committee (the "Audit Committee") of the Board
of Directors (the "Board") of Community Capital Bancshares, Inc. (the
"Corporation") is to assist the Board in fulfilling its oversight
responsibilities relating to the accounting, legal and reporting practices of
the Corporation. The Audit Committee shall provide assistance to the directors
in fulfilling their responsibility to the shareholders of the Corporation,
relating to corporate accounting, reporting practices of the Corporation and the
quality and integrity of the financial reports of the Corporation. In so doing,
it is the responsibility of the Audit Committee to maintain free and open
communication between the directors, the Corporation's independent auditors, the
Corporation's internal auditors, if any, or the entity performing the internal
audit function, and the financial management of the Corporation.
Consistent with this function, the Audit Committee should encourage continuous
improvement of, and should foster adherence to, the Corporation's policies,
procedures and practices. The Audit Committee's primary duties and
responsibilities are to:
(a) serve as an independent and objective party to review periodically the
Corporation's financial reporting process and internal control system;
(b) review and recommend to the Board, after consultation with the
financial management of the Corporation, the Corporation's independent
accountants selected to audit the Corporation's financial statements;
(c) if applicable, review and concur with management's appointment,
termination or replacement of the director of the Corporation's
internal auditing department, if any, or the company performing such
internal audit function; and
(d) provide an open avenue of communication for the Corporation's
independent accountants, financial and senior management, the
Corporation's internal auditing department, if any, and the Board.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent directors and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Audit Committee.
The definition of an "independent director" is outlined in the attached Appendix
A. All members of the Audit Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Audit
Committee shall have accounting, financial or related management expertise. The
Board shall elect members of the Audit Committee each year at a regular or
special meeting of the Board or until their successors shall be duly elected and
qualified. Unless the full Board elects a Chairman, the members of the Audit
Committee may designate a Chairman by majority vote of the full Audit Committee
membership.
III. MEETINGS
The Audit Committee shall meet at least three times each calendar year, or more
frequently as circumstances dictate. Regular meetings of the Audit Committee may
be held without notice at such time and at such place as shall from time to time
be determined by the Chairman of the Audit Committee, the President or the
Secretary of the
Corporation. Special meetings of the Audit Committee may be called by or at the
request of any member of the Audit Committee, any of the Corporation's executive
officers, the Secretary, the director of Corporation's internal auditing
department, if any, or the Corporation's independent auditors, in each case on
at least twenty-four hours notice to each member.
If the Board, management, the director of Corporation's internal auditing
department, if any, or the Corporation's independent auditors desire to discuss
matters in private, the Audit Committee shall meet in private with such person
or group.
A majority of the Audit Committee members shall constitute a quorum for the
transaction of the Audit Committee's business. Unless otherwise required by
applicable law, the Corporation's Articles of Incorporation or Bylaws or the
Board, the Audit Committee shall act upon the vote or consent of a majority of
its members at a duly called meeting at which a quorum is present. Any action of
the Audit Committee may be taken by a written instrument signed by all of the
members of the Audit Committee. Meetings of the Audit Committee may be held at
such place or places as the Audit Committee shall determine or as may be
specified or fixed in the respective notices or waivers of meetings. Members of
the Audit Committee may participate in Audit Committee proceedings by means of
conference telephone or similar communications equipment by means of which all
persons participating in the proceedings can hear each other, and such
participation shall constitute presence in person at such proceedings
As part of its job to foster open communication, the Audit Committee should meet
at least annually with management, the director of the Corporation's internal
auditing department, if any, and the Corporation's independent accountants in
separate executive sessions to discuss any matters that the Audit Committee or
each of these groups believe should be discussed privately. Requirements as to
quorum and voting requirements for the Audit Committee are set forth in the
Corporation's Bylaws.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee shall:
(a) review and update this Charter annually as conditions dictate;
(b) review the Corporation's annual financial statements with management
and the Corporation's independent accountants to review any changes in
accounting principles and to determine that the Corporation's
independent accountants are satisfied with the disclosure and content
of the financial statements to be presented to shareholders;
(c) review the Corporation's audited financial statements and recommend to
the Board that the Corporation's audited financial statements be
included in the Corporation's Annual Report on Form 10-K;
(d) review with the Corporation's independent accountants, the
Corporation's internal auditor or the company performing the internal
audit function, if any, and the Corporation's financial and accounting
personnel, the adequacy and effectiveness of the accounting and
financial controls of the Corporation and elicit any recommendations
for the improvement of such internal controls or particular areas
where new or more detailed controls or procedures are desirable, in
each case, placing particular emphasis on the adequacy of internal
controls to expose any payment, transactions or procedures that might
be deemed illegal or otherwise improper;
(e) after consultation with the financial management of the Corporation,
recommend to the Board the selection of the independent accountants,
considering their independence and effectiveness, and (with
management's recommendations) approve the fees and other compensation
to be paid to the Corporation's independent accountants;
(f) on an annual basis, review and discuss with the Corporation's
independent accountants all significant relationships such accountants
have with the Corporation to determine such accountants' independence;
(g) review the performance of the Corporation's independent accountants
and approve any proposed discharge of the Corporation's independent
accountants when circumstances warrant;
(h) periodically consult with the Corporation's independent accountants
out of the presence of management about internal controls and the
fullness and accuracy of the Corporation's financial statements;
(i) in consultation with the Corporation's independent accountants and
internal auditors, if any, review the Corporation's financial
reporting processes, both internal and external;
(j) consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the Corporation's independent accountants, management or
internal auditing department;
(k) review with financial management of the Corporation and its
independent accountants the results of their analysis of significant
financial reporting issues and practices, including, without
limitation, changes in, or adoptions of, accounting principles and
disclosure practices;
(l) review with financial management and the Corporation's independent
accountants their qualitative judgments about the appropriateness of
accounting principles and financial disclosure practices used or
proposed to be used;
(m) review any significant disagreements among management and the
Corporation's independent accountants or the internal auditing
department or the company engaged to perform the internal audit
function, if any, in connection with the preparation of the financial
statements;
(n) inquire whether management has a review system in place to ensure that
the Corporation's financial statements and other reports filed with
governmental organizations satisfy legal requirements;
(o) report, together with the financial management of the Corporation, the
results of the annual audit to the Board, and, if requested by the
Board, invite the Corporation's independent accountants to attend the
full Board meeting to assist in reporting the results of the annual
audit or to answer other directors' questions; and
(p) investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this purpose,
if in its judgment, that is appropriate.
V. MISCELLANEOUS
The Audit Committee may perform any other activities consistent with this
Charter, the Corporation's Articles of Incorporation and bylaws and
governing law, as the Audit Committee or the Board deems necessary or
appropriate.
*****
Appendix - A
APPENDIX A
DEFINITION OF INDEPENDENCE FOR PURPOSES OF
AUDIT COMMITTEE SERVICE
Members of the Audit Committee shall be considered "independent" if they have no
relationship to the Corporation that may interfere with the exercise of their
independence from management and the Corporation, including whether such members
have:
(a) been employed by the Corporation or its affiliates in the current or
past three years;
(b) accepted any compensation from the Corporation or its affiliates in
excess of $60,000 during the previous fiscal year (except for Board
service, retirement plan benefits or non-discretionary compensation);
(c) an immediate family member who is, or has been in the past three
years, employed by the Corporation or its affiliates as an executive
officer;
(d) been a partner, controlling shareholder or an executive officer of any
for-profit business to which the Corporation made, or from which it
received, payments (other than those which arise solely from
investments in the Corporation's securities) that exceed five percent
of the Corporation's consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three years; or
(e) been employed as an executive of another entity where any of the
Corporation's executives serve on that entity's compensation
committee.
COMMUNITY CAPITAL BANCSHARES, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 23, 2001
The undersigned hereby appoints Robert E. Lee or Charles M. Jones, III or
either of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them or either of them to represent and to vote, as designated
below, all of the common stock of Community Capital Bancshares, Inc., which the
undersigned would be entitled to vote if personally present at the annual
meeting of shareholders to be held at the Merry Acres Conference Center, 1504
Dawson Road, Albany, Georgia 31707 and at any adjournments of the annual
meeting, upon the proposal described in the accompanying notice of the annual
meeting and the proxy statement relating to the annual meeting, receipt of which
are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.
PROPOSAL 1: To elect the five (5) persons listed below to serve as Class II
Directors of Community Capital Bancshares, Inc. for a three-year
term:
C. Richard Langley
Bennett D. Cotten, Jr.
Jane Anne D. Sullivan
John P. Ventulett, Jr.
James D. Woods
|_| FOR all nominees listed above |_| WITHHOLD authority to vote
(except as indicated below) for all nominees listed above
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR" above,
and write the nominee's name in this space______________________________________
_____________________________________________________________________.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS
INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________
Signature(s) of Shareholder(s)
[LABEL] ________________________________________
Name(s) of Shareholders(s)
Date: ____________________________, 2001
(Be sure to date your proxy)
Please mark, sign and date this proxy, and return it in the enclosed
return-addressed envelope. No postage necessary.
I WILL ______ WILL NOT ______ ATTEND THE ANNUAL SHAREHOLDERS MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE