SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss. 240.14a-12
ASB FINANCIAL CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the 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)(4) and O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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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 O-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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ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2001 Annual Meeting of Shareholders of ASB Financial Corp. ("ASB")
will be held at Shawnee State University, Micklethwaite Room, 940 Second Street,
Portsmouth, Ohio 45662, on October 24, 2001, at 11:00 a.m., local time (the
"Annual Meeting"), for the following purposes, all of which are more completely
set forth in the accompanying Proxy Statement:
1. To elect five directors of ASB for terms expiring in 2002;
2. To ratify the selection of Grant Thornton LLP as the auditors of ASB for
the current fiscal year; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only shareholders of ASB of record at the close of business on August
31, 2001, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED. Submitting a Proxy does not affect your right to vote in person
in the event you attend the Annual Meeting.
By Order of the Board of Directors
Portsmouth, Ohio Robert M. Smith, President
September 18, 2001
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
PROXY STATEMENT
PROXIES
The enclosed Proxy is solicited by the Board of Directors of ASB Financial Corp.
("ASB") for use at the 2001 Annual Meeting of Shareholders of ASB to be held at
Shawnee State University, Micklethwaite Room, 940 Second Street, Portsmouth,
Ohio, 45622, on October 24, 2001, at 11:00 a.m., local time, and at any
adjournments thereof (the "Annual Meeting"). The Proxy will not be used for any
other meeting. Without affecting any vote previously taken, a shareholder may
revoke a Proxy by executing a later dated proxy which is received by ASB before
the Proxy is exercised or by giving notice of revocation to ASB in writing or in
open meeting before the Proxy is exercised. Attendance at the Annual Meeting
will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of William J. Burke, Lee O. Fitch, Gerald R.
Jenkins, Louis M. Schoettle, and Robert M. Smith as directors of
ASB for terms expiring in 2002; and
FOR the ratification of the selection of Grant Thornton LLP
("Grant Thornton") as the auditors of ASB for the current fiscal
year.
Proxies may be solicited by the directors, officers and other employees
of ASB and its subsidiary, American Savings Bank, fsb ("American"), in person or
by telephone, telegraph or mail only for use at the Annual Meeting. The cost of
soliciting Proxies will be borne by ASB.
Only shareholders of record as of the close of business on August 31,
2001, are entitled to vote at the Annual Meeting. Each such shareholder will be
entitled to cast one vote for each share owned. ASB's records disclose that, as
of the Voting Record Date, there were 1,548,279 votes entitled to be cast at the
Annual Meeting.
This Proxy Statement is first being mailed to shareholders of ASB on or
about September 24, 2001.
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VOTE REQUIRED
Election of Directors
Under Ohio law and ASB's Code of Regulations, the five nominees
receiving the greatest number of votes will be elected as directors. Shares held
by a nominee for a beneficial owner that are represented in person or by proxy
but not voted ("non-votes") and shares as to which the authority to vote is
withheld will not be counted toward the election of directors. If you sign and
date a Proxy but do not specify how your shares should be voted, your shares
will be voted FOR the reelection of the five nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares of ASB
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of ASB for the current fiscal
year. The effect of an abstention is the same as a vote against ratification. If
you sign and date a Proxy but do not specify how your shares should be voted,
your shares will be voted FOR the ratification of the selection of Grant
Thornton as auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the only
persons known to ASB to beneficially own more than five percent of the
outstanding common shares of ASB as of August 31, 2001:
Amount and nature of Percent of
Name and address beneficial ownership shares outstanding
---------------- --------------------- ------------------
ASB Financial Corp. Employee
Stock Ownership Plan
1201 Broadway
Quincy, Illinois 62301 139,534 (1) 9.01%
Gerald R. Jenkins
5904 Farney Avenue
Sciotoville, Ohio 45662 137,588 (2) 8.54
Robert M. Smith
191 Pine Hill Lane
Portsmouth, Ohio 45663 110,040 (3) 6.85
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(1) Includes 46,572 unallocated shares as to which First Bankers Trust,
N.A., as the Trustee for the ASB Financial Corp. Employee Stock
Ownership Plan (the "ESOP"), has sole voting power. First Bankers Trust
Company, N.A. (the "ESOP Trustee"), has shared investment power over
all shares held in the ESOP Trust and sole voting power over shares
held in the ESOP Trust which have not been allocated to the accounts of
ESOP participants.
(Footnotes continued on next page)
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(2) Includes 61,942 shares which may be acquired within the next 60 days
upon exercise of an option, 30,820 shares as to which Mr. Jenkins has
shared voting and investment power, and 14,142 shares as to which Mr.
Jenkins has shared investment power.
(3) Includes 16,926 shares allocated to Mr. Smith's ESOP account as to
which Mr. Smith has voting power, 57,382 shares which may be acquired
upon exercise of an option, 20,558 shares as to which Mr. Smith has
shared voting and investment power, and 8,295 shares as to which Mr.
Smith has shared investment power.
The following table sets forth certain information with respect to the
number of common shares of ASB beneficially owned by each director of ASB and by
all directors and executive officers of ASB as a group as of August 31, 2001:
Amount and nature of Percent of
Name and address (1) beneficial ownership (2) shares outstanding (3)
-------------------- ------------------------- ----------------------
William J. Burke 51,085 (4) 3.27%
Lee O. Fitch 45,801 (5) 2.95
Gerald R. Jenkins 137,588 (6) 8.54
Louis M. Schoettle 50,601 (7) 3.24
Robert M. Smith 110,040 (8) 6.85
All directors and executive
officers of ASB
as a group (8 persons) 476,337 27.30
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(1) Each of the persons listed in this table may be contacted at the address of
ASB.
(2) All shares are owned directly with sole voting or investment power unless
otherwise indicated by footnote.
(3) Assumes a total of 1,548,279 common shares outstanding, plus the number of
shares such person or group has the right to acquire within 60 days, if
any.
(4) Includes 15,516 shares which may be acquired upon the exercise of an
option, and 22,199 as to which Mr. Burke has shared investment power.
(5) Includes 6,207 shares which may be acquired upon the exercise of an option,
24,594 shares held by the ASB Management Recognition Plan (the "MRP") as to
which Mr. Fitch has shared voting power as Trustee of the MRP, and 8,653
shares as to which Mr. Fitch has shared investment power.
(6) Includes 61,942 shares which may be acquired upon the exercise of an
option, 30,820 shares as to which Mr. Jenkins has shared voting and
investment power, and 14,142 shares as to which Mr. Jenkins has shared
investment power.
(7) Includes 15,516 shares which may be acquired upon the exercise of an
option, 21,883 shares as to which Dr. Schoettle has shared voting and
investment power, and 8,985 shares as to which Dr. Schoettle has shared
investment power.
(Footnotes continued on next page)
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(8) Includes 57,382 shares which may be acquired upon the exercise of an
option, 20,558 shares as to which Mr. Smith has shared voting and
investment power, and 8,295 shares as to which Mr. Smith has shared
investment power.
BOARD OF DIRECTORS
Election of Directors
The Board of Directors consists of five directors which must be
reelected annually. The Board of Directors proposes the reelection of the
following persons to serve as directors of ASB until the annual meeting of
shareholders in 2002 and until their successors are duly elected and qualified:
Director
of ASB
Name Age (1) Position(s) held since
---- ------- ---------------- -----
William J. Burke 60 Director 1995
Lee O. Fitch 85 Director 1995
Gerald R. Jenkins 66 Chairman of the Board 1995
Louis M. Schoettle 75 Director 1995
Robert M. Smith 55 Director and President 1995
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(1) As of September 15, 2001.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
Mr. Burke is a director, the chief executive officer and the marketing
manager of OSCO Industries, Inc., a manufacturing company which has its
principal place of business in Portsmouth, Ohio. He has been employed by OSCO
Industries, Inc., since 1977.
Mr. Fitch is a shareholder and director of the law firm of Miller, Searl
and Fitch, L.P.A. He has practiced law with Miller, Searl and Fitch since 1950.
Mr. Jenkins retired as the President and Chief Executive Officer of ASB and
American effective January 1998. Prior to becoming President in 1983, he held
various positions at American including Secretary and Vice President.
Dr. Schoettle is a physician. He retired from active practice in 1994 after
over 35 years of practicing medicine in Portsmouth. Dr. Schoettle also owns and
operates a 1,100 acre farm.
Mr. Smith has been employed by American since 1966 and is currently the
President and Chief Executive Officer of American. In 1998, he was also named
the President of ASB. Prior positions held by Mr. Smith with American include
Secretary, Treasurer and Executive Vice President.
Each of the directors of ASB is also a director of American. Each nominee
became a director of ASB in connection with the conversion of American from
mutual to stock form (the "Conversion") and the formation of ASB as the holding
company for American.
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In accordance with Section 2.03 of the Regulations, nominees for election
as directors may be proposed only by the directors or by a shareholder entitled
to vote for directors if such shareholder has submitted a written nomination to
the Secretary of ASB by the later of the August 15th immediately preceding the
annual meeting of shareholders or the sixtieth day before the first anniversary
of the most recent annual meeting of shareholders held for the election of
directors. Each such written nomination must state the name, age, business or
residence address of the nominee, the principal occupation or employment of the
nominee, the number of common shares of ASB owned either beneficially or of
record by each such nominee and the length of time such shares have been so
owned.
Meetings of Directors
The Board of Directors of ASB met twelve times for regularly scheduled and
special meetings during the fiscal year ended June 30, 2001.
Each director of ASB is also a director of American. The Board of Directors
of American also met twelve times for regularly scheduled and special meetings
during the fiscal year ended June 30, 2001.
Committees of Directors
The Audit Committee and Executive Committee serve both the Board of ASB and
the Board of American. The full Board of Directors of ASB serves as a nominating
committee.
The Audit Committee recommends audit firms to the full Boards of Directors
and reviews and approves the annual independent audit report. The members of the
Audit Committee are Mr. Fitch, Mr. Burke and Dr. Schoettle. The Audit Committee
met once during the fiscal year ended June 30, 2001.
All directors are members of the Executive Committee. The Executive
Committee is authorized to act on behalf of the Boards of Directors between
regular meetings of the Boards. The Executive Committee met five times during
the fiscal year ended June 30, 2001.
EXECUTIVE OFFICERS
In addition to Mr. Smith, the President of both ASB and American, the
following persons are executive officers of ASB and American and hold the
designated positions:
Name Age (1) Position(s) held
Carlisa R. Baker 39 Treasurer of American and ASB
Mary Kathryn Fish 50 Secretary of American and ASB
Michael L. Gampp 32 Vice President/Chief Financial Officer
Jack A. Stephenson 49 Vice President/Lending of American
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(1) As of September 15, 2001.
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Ms. Baker has been employed by American since 1979. In 1993, she was
promoted to her present position as Treasurer. In that capacity, she is
responsible for American's accounting department. Ms. Baker has served as the
Treasurer of ASB since November 1995.
Ms. Fish has been employed by American since 1984. She is responsible for
American's deposit activities. She has also served as American's corporate
Secretary since 1993 and ASB's corporate Secretary since January 1995.
Mr. Gampp has been employed by American since September of 2000 and serves
as Vice President and Chief Financial Officer. From 1997 until his employment
with American, Mr. Gampp was a principal with Reynolds & Co., Certified Public
Accountants. From 1995 to 1997 he was Chief Financial Officer of Buckeye Rural
Electric.
Mr. Stephenson has been employed by American since 1987. Since 1988 he has
served as American's Vice President responsible for lending activities.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following table sets forth the compensation paid to Robert M. Smith,
the President of ASB and American, for the fiscal years ended June 30, 2001,
2000, and 1999. No other executive officer of ASB earned salary and bonus in
excess of $100,000 during such periods.
Summary Compensation Table
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Annual compensation Long term compensation All other
compensation (1)
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Awards
--------------------------------
Name and principal Year Salary ($) Bonus ($) Restricted Securities
position stock awards underlying
($) options/SARs (#)
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Robert M. Smith 2001 $120,000 $14,000 -- -- $46,689 (2)
President 2000 $106,500 $10,000 -- -- $52,120 (3)
1999 $96,750 $5,000 -- -- $47,451 (4)
-------------------------
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Smith, the cost of which was less than 10% of his annual
salary and bonus.
(2) Consists of director's fees of $20,100 and the $26,589 aggregate value of
allocations to Mr. Smith's account under the ESOP.
(3) Consists of directors' fees of $19,800 and the $32,320 aggregate value of
allocations to Mr. Smith's account under the ESOP.
(4) Consists of directors' fees of $19,500 and the $27,951 aggregate value of
allocations to Mr. Smith's account under the ESOP.
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Salary Plan
American maintains a non-qualified retirement plan (the "Salary Plan") for
the benefit of Messrs. Jenkins and Smith. The Plan provides for continued
monthly compensation to the employee, or his or her beneficiary, for 180 months
following the employee's retirement from American at age 65, provided the
employee has completed 15 consecutive years of service to American. The Salary
Plan provides for a reduced benefit if the employee retires after age 55 and
before age 65. If the employee's employment is terminated prior to the employee
attaining age 55 for any reason other than total disability or death, the
employee is not entitled to receive any benefits under the Salary Plan. The
benefit payable to Mr. Smith under the Salary Plan, assuming his retirement at
age 65, is $5,000 per month for 180 months.
Stock Option Plan
At the 1995 Annual Meeting of Shareholders of ASB, the shareholders
approved the Stock Option Plan. Pursuant to the Stock Option Plan, 171,396
common shares were reserved for issuance by ASB upon the exercise of options to
be granted to certain directors, officers and employees of American and ASB from
time to time under the Stock Option Plan.
The following table sets forth information regarding the number and value
of unexercised options held by Mr. Smith at June 30, 2001:
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/01 Option /SAR Values
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options/SARs
Name Shares Acquired Value Options/SARs at 6/30/01 (#) at 6/30/01 ($)(1)
on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
------------------------ --------------- ------------ -------------------------- ----------------------------
Robert M. Smith -0- N/A 57,382/-0- $135,422/$0
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(1) For purposes of this table, the value of the option was determined by
multiplying the number of shares subject to unexercised options by the
difference between the $7.64 per share exercise price of the option and the
fair market value of ASB's shares, which was $10.00 per share on June 30,
2001.
Management Recognition Plan
With funds contributed by American, the MRP purchased 68,558 common shares,
all of which have been awarded to directors and executive officers of ASB and
American. Unless the Compensation Committee specifies a longer time period at
the time of an award of shares, one-fifth of such shares will be earned and
non-forfeitable on each of the first five anniversaries of the date of the
award. Of the shares awarded, 43,964 have vested.
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Employee Stock Ownership Plan
ASB established the ESOP for the benefit of employees of ASB and its
subsidiaries, including American, who are age 21 or older and who have completed
at least one year of service with ASB and its subsidiaries. The ESOP provides an
ownership interest in ASB to all full-time employees of ASB and its
subsidiaries. As of August 31, 2001, 92,963 of the 139,534 common shares of the
Company held in the ESOP Trust had been allocated to the accounts of
participants.
Director Compensation
Each director currently receives a fee of $500 per month for service as a
director of ASB and a fee of $1,200 per month for service as a director of
American. In addition, each non-employee committee member receives $100 per
committee meeting attended.
American maintains a deferred compensation benefit plan under which the
directors may defer payment of their director's fees. The amounts deferred are
used to purchase common shares of ASB at various times throughout the year.
Dividends on ASB shares, to the extent permitted by law and regulations, shall
be reinvested in ASB shares. One month after a director ceases to be an active
director of American, American shall pay the director's deferred amount in a
lump sum, or at the director's option, in equal monthly payments for a period of
not less than five nor more than ten years. The deferred amount shall be paid in
common shares of ASB unless American elects to convert the shares into cash.
If a director dies while serving as a director of American, equal monthly
payments for a period of ten years will be made to the director's beneficiary
equivalent to the amount the director would have received if he had retired on
the day of his death.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP as the auditors of
ASB for the current fiscal year and recommends that the shareholders ratify the
selection. Management expects that a representative of Grant Thornton will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
Audit Committee Report
The Audit Committee of the Board of Directors of ASB is comprised of three
directors, all of whom are considered "independent" under Rule 4200(a)(14) of
the National Association of Securities Dealers' listing standards. The Audit
Committee is responsible for overseeing the Company's accounting functions and
controls, as well as recommending to the Board of Directors an accounting firm
to audit ASB's financial statements. The Audit Committee has adopted a charter
to set forth its responsibilities (the "Charter"). A copy of the Charter is
attached to this Proxy Statement as Exhibit A.
As required by the Charter, the Audit Committee received and reviewed the
report of Grant Thornton regarding the results of their audit, as well as the
written disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1. The Audit Committee reviewed the audited
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financial statements with the management of ASB. A representative of Grant
Thornton also discussed with the Audit Committee the independence of Grant
Thornton from ASB, as well as the matters required to be discussed by Statement
of Auditing Standards 61. Discussions between the Audit Committee and the
representative of Grant Thornton included the following:
o Grant Thornton's responsibilities in accordance with generally accepted
auditing standards
o The initial selection of, and whether there were any changes in,
significant accounting policies or their application
o Management's judgments and accounting estimates
o Whether there were any significant audit adjustments
o Whether there were any disagreements with management
o Whether there was any consultation with other accountants
o Whether there were any major issues discussed with management prior to
Grant Thornton's retention
o Whether Grant Thornton encountered any difficulties in performing the audit
o Grant Thornton's judgments about the quality of ASB's accounting principles
o Grant Thornton's responsibilities for information prepared by management
that is included in documents containing audited financial statements
Based on its review of the financial statements and its discussions with
management and the representative of Grant Thornton, the Audit Committee did not
become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended June 30, 2001, to be filed with the SEC.
Lee O. Fitch
William J. Burke
Louis M. Schoettle
Audit Fees
During the fiscal year ended June 30, 2001, Grant Thornton billed ASB
$29,710 in fees for professional services in connection with the audit of ASB's
annual financial statements and the review of financial statements included in
ASB's forms 10-QSB.
Financial Information Systems Design and Implementation Fees
During the last fiscal year, ASB did not incur fees for professional
accounting services to design, implement or manage, hardware or software that
collects or generates information significant to ASB's financial statements.
All Other Fees
During the fiscal year ended June 30, 2001, Grant Thornton billed ASB
$13,520 in fees for all accounting services rendered by Grant Thornton, other
than the services discussed under the headings Audit Fees and Financial
Information Systems Design and Implementation Fees above.
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PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
If a qualified shareholder of ASB intends to submit a proposal to be
considered for inclusion in ASB's form of Proxy and in ASB's Proxy Statement
(the "Proxy Materials") for the 2002 Annual Meeting of Shareholders (the "2002
Annual Meeting"), such proposal must be received by ASB no later than May 18,
2002. If a shareholder intends to present a proposal at the 2002 Annual Meeting
and the proposal was not included in the Proxy Materials, ASB's management
proxies for the 2002 Annual Meeting will still be entitled to use their
discretionary voting authority to vote on such proposal despite the exclusion of
any discussion of the matter in the Proxy Materials if the proposal is not
received by ASB before August 1, 2002.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO FILL IN, SIGN AND RETURN
THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Portsmouth, Ohio Robert M. Smith, President
September 18, 2001
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EXHIBIT A
ASB FINANCIAL CORP.
AUDIT COMMITTEE CHARTER
Organization
This Charter governs the operations of the Audit Committee of ASB Financial
Corp. (the "Company"). The Company's Board of Directors will establish and
maintain a Committee of at least two members, a majority of the members of which
shall be independent directors. Members of the Committee shall be considered
independent if they have no relationship which, in the opinion of the Company's
Board, would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. Satisfaction of these independence
requirements shall be determined in accordance with the applicable rules of The
Nasdaq Stock Market, Inc.
Statement of Policy
The Committee shall assist the Company's Board in fulfilling its oversight
responsibility to shareholders, the investment community and governmental bodies
relating to the Company's financial statements and financial reporting process,
the Company's systems of internal accounting and financial controls and the
annual independent audit of the Company's financial statements. In so doing, the
Committee will maintain free and open means of communication between the
directors, the independent accountant, the internal auditors, and the Company's
financial management.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
prepared in accordance with generally accepted accounting principals. That is
the responsibility of management and the Company's independent accountant.
Responsibilities
In carrying out its responsibilities and duties, the Committee shall:
1. Review and reassess the adequacy of this Charter periodically as
conditions dictate, but at least annually.
2. Review and discuss with management the Company's annual financial
statements and the independent accountant's opinion rendered with respect to
such financial statements.
3. Recommend to the Board the selection of the independent accountant,
considering independence and effectiveness, to audit the financial statements of
the Company and its divisions and subsidiaries, if any.
4. Evaluate, together with the Board, the performance of the independent
accountant, and, if so determined by the Committee, recommend that the Board
replace the independent accountant.
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5. Communicate to the independent accountant that they are ultimately
accountable to the Board and the Committee, as the shareholders'
representatives.
6. Ensure that the independent accountant submit to the Committee
periodically a formal written statement delineating all relationships between
the independent accountant and the Company, consistent with Independence
Standards Board Standard 1 ("ISBS No. 1"), and engage in active dialog with the
independent accountant about all disclosed relationships or services that may
impact the objectivity and independence of the independent accountant.
7. Review the performance of the independent accountant and consult with
the independent accountant out of the presence of management about internal
controls and the completeness and accuracy of the Company's financial
statements. The Committee's review should include the matters required to be
discussed by Statement on Auditing Standards No. 61 (SAS No. 61") and an
explanation from the independent accountant of the factors considered by the
independent accountant in determining the audit's scope. The independent
accountant should confirm that no limitations have been placed on the scope or
nature of the audit.
8. Review with management, the independent accountant and the internal
auditor any difficulties or disagreements encountered during the course of the
audit, as well as any improvements that could be made in the audit or internal
control procedures.
9. Receive communications, if any, from the independent accountant with
respect to interim financial information before the filing of the Quarterly
Report on Form 10-QSB with the Securities and Exchange Commission and discuss
such communications with management of the Company. The chair of the Committee
may represent the entire Committee for purposes of this receipt of
communications and discussion with management.
10. Prepare a report to be included in the Proxy Statement for the
Company's annual meeting of shareholders. As required by the regulations of the
Securities and Exchange Commission, the report must state whether the Committee
has (i) reviewed and discussed the audited financial statements with management;
(ii) discussed with the independent accountant the matters required to be
discussed by SAS No. 61; (iii) received and discussed with the independent
accountant the matters required by ISBS No. 1; and (iv) recommended to the Board
that the audited financial statements be included in the Company's Annual Report
on Form 10-KSB for the last fiscal year. The name of each Committee member must
appear below the report.
11. Perform any other activities consistent with this Charter, the
Company's Code of Regulations and governing law, as the Committee or the Board
deems necessary or appropriate.
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REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ASB FINANCIAL CORP.
ASB FINANCIAL CORP. 2001 ANNUAL MEETING OF SHAREHOLDERS
October 24, 2001
The undersigned shareholder of ASB Financial Corp. ("ASB") hereby
constitutes and appoints the Proxy Committee of ASB, or any single member of the
Proxy Committee, as the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of ASB to be held at Shawnee State University, Micklethwaite Room, 940 Second
Street, Portsmouth, Ohio 45662, on October 24, 2001, at 11:00 a.m. Eastern
Daylight Time (the "Annual Meeting"), all of the shares of ASB which the
undersigned is entitled to vote at the Annual Meeting, or at any adjournment
thereof, on each of the following proposals, all of which are described in the
accompanying Proxy Statement:
1. The election of five directors for terms expiring in 2002:
FOR all nominees WITHHOLD authority to
[ ] listed below [ ] Vote for all nominees
(except as marked to the listed below:
contrary below):
William J. Burke
Lee O. Fitch
Gerald R. Jenkins
Louis M. Schoettle, M.D.
Robert M. Smith
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
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2. The ratification of the selection of Grant Thornton LLP, certified public
accountants, as the auditors of ASB for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.
IMPORTANT: Please sign and date this Proxy on the reverse side.
The Board of Directors recommends a vote "FOR" the nominees and the
proposal listed on the reverse side.
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This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby
revoked. Receipt of the Notice of the 2001 Annual Meeting of Shareholders of ASB
and of the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
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Signature Signature
Dated: _____________________ Dated: _______________________
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
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