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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RIVERVIEW BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
RIVERVIEW BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3). o Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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June 13, 2001
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Riverview Bancorp, Inc. The meeting will be held at the Water Resources
Education Center, Bruce E. Hagensen Community Room, 4600 S.E. Columbia Way,
Vancouver, Washington, on Wednesday, July 18, 2001 at 10:00 a.m., local time.
The Notice of Annual Meeting of Stockholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company, as well as a representative of
Deloitte & Touche LLP, the Company's independent auditors, will be present to
respond to appropriate questions of shareholders.
We would like to remind you of the investment presentation by our
trust company, Riverview Asset Management Corp., starting at 8:30 a.m. prior to
our Annual Stockholders' Meeting. Please see the enclosed insert for details.
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING,
WHETHER OR NOT YOU ATTEND THE MEETING IN PERSON AND REGARDLESS OF THE NUMBER OF
SHARES YOU OWN. TO MAKE SURE YOUR SHARES ARE REPRESENTED, WE URGE YOU TO
COMPLETE AND MAIL THE ENCLOSED PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY
VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY MAILED A PROXY CARD.
We look forward to seeing you at the meeting.
Sincerely,
/s/Patrick Sheaffer
-------------------
Patrick Sheaffer
Chairman and Chief Executive Officer
RIVERVIEW BANCORP, INC.
900 WASHINGTON
SUITE 900
VANCOUVER, WASHINGTON 98660
(360) 834-2231
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 18, 2001
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Riverview Bancorp, Inc. ("Company") will be held at the Water Resources
Education Center, Bruce E. Hagensen Community Room, 4600 S.E. Columbia Way,
Vancouver, Washington, on Wednesday, July 18, 2001, at 10:00 a.m., local time,
for the following purposes:
1. To elect three directors of the Company;
2. To approve the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending March
31, 2002; and
3. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on the foregoing proposals at the meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the meeting may be adjourned. Stockholders of record at the close
of business on May 22, 2001 are entitled to notice of and to vote at the meeting
and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and vote
in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Phyllis Kreibich
-------------------
PHYLLIS KREIBICH
CORPORATE SECRETARY
Vancouver, Washington
June 13, 2001
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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PROXY STATEMENT
OF
RIVERVIEW BANCORP, INC.
900 WASHINGTON
SUITE 900
VANCOUVER, WASHINGTON 98660
(360) 834-2231
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ANNUAL MEETING OF STOCKHOLDERS
JULY 18, 2001
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Riverview Bancorp, Inc. ("Company") to
be used at the Annual Meeting of Stockholders of the Company ("Meeting"). The
Company is the holding company for Riverview Community Bank ("Bank"). The
Meeting will be held at the Water Resources Education Center, Bruce E. Hagensen
Community Room, 4600 S.E. Columbia Way, Vancouver, Washington, on Wednesday,
July 18, 2001, at 10:00 a.m., local time. This Proxy Statement and the enclosed
proxy card are being first mailed to stockholders on or about June 13, 2001.
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VOTING AND PROXY PROCEDURE
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Stockholders Entitled to Vote at Meeting. Stockholders of record at the
close of business on May 22, 2001 ("Voting Record Date") are entitled to one
vote for each share of common stock ("Common Stock") of the Company then held.
At the close of business on the Voting Record Date, the Company had 4,981,421
shares of Common Stock issued and outstanding.
As provided in the Company's Articles of Incorporation, record holders
of the Company's common stock who beneficially own, either directly or
indirectly, in excess of 10% of the Company's outstanding shares are not
entitled to any vote in respect of the shares held in excess of the 10% limit.
If you are a beneficial owner of Company common stock held by a broker,
bank or other nominee (i.e., in "street name"), you will need proof of ownership
to be admitted to the meeting. A recent brokerage statement or letter from a
bank or broker are examples of proof of ownership. If you want to vote your
shares of Company common stock held in street name in person at the meeting, you
will have to get a written proxy in your name from the broker, bank or other
nominee who holds your shares.
Quorum Requirement. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at the Meeting. Abstentions and broker
non-votes will be counted as shares present and entitled to vote at the Meeting
for purposes of determining the existence of a quorum.
Proxies; Proxy Revocation Procedures. The Board of Directors solicits
proxies so that each stockholder has the opportunity to vote on the proposals to
be considered at the Meeting. When a proxy card is returned properly signed and
dated, the shares represented thereby will be voted in accordance with the
instructions on the proxy card. Where a proxy card is properly signed and dated
but no instructions are indicated, proxies will be voted FOR the nominees for
directors set forth below and FOR the approval of the appointment of Deloitte &
Touche LLP as independent auditors. If a stockholder attends the Meeting, he or
she may vote by ballot.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed to
the Secretary of the Company or by filing a later dated proxy before a
1
vote being taken on a particular proposal at the Meeting. Attendance at the
Meeting will not automatically revoke a proxy, but a stockholder in attendance
may request a ballot and vote in person, thereby revoking a prior granted proxy.
If your Company common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form that accompanies this proxy statement. If you wish to change
your voting instructions after you have returned your voting instruction form to
your broker or bank, you must contact your broker or bank.
Participants in the Company ESOP. If a shareholder is a participant in
the Company Employee Stock Ownership Plan ("ESOP"), the proxy card represents a
voting instruction to the trustees of the ESOP as to the number of shares in the
participant's plan account. Each participant in the ESOP may direct the trustees
as to the manner in which share of Common Stock allocated to the participant's
plan account are to be voted. Unallocated shares of Common Stock held by the
ESOP and allocated shares for which no voting instructions are received will be
voted by the trustees in the same proportion as shares for which the trustees
have received voting instructions. The deadline for returning your voting
instructions to the trustees is July 13, 2001.
Vote Required. The three directors to be elected at the Meeting will be
elected by a plurality of the votes cast by stockholders present in person or by
proxy and entitled to vote. Pursuant to the Company's Articles of Incorporation,
stockholders are not permitted to cumulate their votes for the election of
directors. With respect to the election of directors, votes may be cast for or
withheld from the nominee. Votes that are withheld and broker non-votes will
have no effect on the outcome of the election because the nominee receiving the
greatest number of votes will be elected.
The approval of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending March 31, 2002
requires the affirmative vote of a majority of the outstanding shares of the
Company's Common Stock present in person or by proxy and entitled to vote at the
Meeting. Abstentions are not affirmative votes and, therefore, will have the
same effect as a vote against the proposal and broker non-votes will be
disregarded and will have no effect on the outcome of the vote.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the Common
Stock are required to file certain reports with the Securities and Exchange
Commission ("SEC"), and furnish a copy to the Company, disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based on such reports, the following table sets forth, at the close of business
on the Voting Record Date, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock. To
the Company's knowledge, no other person or entity beneficially owned more than
5% of the Company's outstanding Common Stock at the close of business on the
Voting Record Date.
The following table also sets forth, at the close of business on the
Voting Record Date, information as to the shares of Common Stock beneficially
owned by (a) each director, (b) each executive officer named in the Summary
Compensation Table found below ("named executive officers") and (c) all
executive officers and directors of the Company as a group.
2
Percent
Number of Shares of Shares
Name Beneficially Owned(1) Outstanding
- ---- ------------------ -----------
BENEFICIAL OWNERS OF MORE THAN 5%
Riverview Community Bank 457,852(2) 9.19%
Employee Stock Ownership Plan Trust
900 Washington
Suite 900
Vancouver, Washington 98660
Westport Asset Management, Inc.(3) 330,680 6.64
253 Riverside Avenue
Westport, Connecticut 06880
Dimensional Fund Advisors, Inc.(4) 253,500 5.09
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
DIRECTORS
Gary R. Douglass 32,845 *
Robert K. Leick 14,754 *
Paul L. Runyan 121,610 2.44
Edward R. Geiger 3,999 *
Michael D. Allen 8,000 *
NAMED EXECUTIVE OFFICERS
Patrick Sheaffer** 255,017 5.08
Ronald A. Wysaske** 150,764 3.01
Michael C. Yount 99,000 1.98
John A. Karas 13,960 *
Karen M. Nelson 78,262 1.57
All Executive Officers and
Directors as a Group
(14 persons) 874,663 17.56
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* Less than 1 percent of shares outstanding.
** Mr. Sheaffer and Mr. Wysaske are also directors of the Company.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting and/or investment power with respect
to such security. The table includes shares owned by spouses, other
immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table may possess
voting and/or investment power. The amounts shown include the following
amounts of Common Stock which the following individuals have the right to
acquire within 60 days of the Voting Record Date through the exercise of
stock options granted pursuant to the Company's existing stock option plan:
Mr. Sheaffer, 40,496 shares; Mr. Wysaske, 28,030 shares; Mr. Douglass,
5,999 shares; Mr. Leick, 5,999 shares; Mr. Runyan, 5,999 shares; Mr.
Yount, 20,330
3
shares; Ms. Nelson, 16,865 shares; Mr. Geiger, 3,999 shares; Mr. Karas,
12,000 shares; and all executive officers and directors of the Company as
a group, 171,883 shares.
(2) Under the terms of the ESOP, the trustees will vote unallocated shares
and allocated shares for which no voting instructions are received in
the same proportion as shares for which the trustees have received
voting instructions from participants. As of March 23, 2001, 186,889
shares have been allocated to participants' accounts. The trustees of
the ESOP are Patrick Sheaffer and Ronald A. Wysaske.
(3) Based solely on an SEC Schedule 13G, dated February 12, 2001, that
discloses shared voting and dispositive power as 330,680 shares.
(4) Based solely on an SEC Schedule 13G, dated February 2, 2001, that
discloses sole voting and dispositive power as to 253,500 shares.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of seven members. In
accordance with the Company's Articles of Incorporation, the Board is divided
into three classes with three-year staggered terms, with one-third of the
directors elected each year. Three directors will be elected at the Meeting to
serve for a term of three years, or until their respective successors have been
elected and qualified.
The nominees for election this year are Paul L. Runyan, Ronald A.
Wysaske and Michael D. Allen each of whom is a current member of the Board of
Directors of the Company.
It is intended that the proxies solicited by the Board of Directors
will be voted for the election of the below named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend or the
Board of Directors may adopt a resolution to amend the Bylaws and reduce the
size of the Board. At this time the Board of Directors knows of no reason why
any nominee might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF MESSRS. RUNYAN,
WYSASKE AND ALLEN.
The following table sets forth certain information regarding the
nominees for election at the Meeting and those directors continuing in office
after the Meeting.
Year First
Elected Term to
Name Age(1) Director(2) Expire
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BOARD NOMINEES
Paul L. Runyan 66 1979 2004(3)
Ronald A. Wysaske 48 1985 2004(3)
Michael D. Allen 59 2001 2004(3)
DIRECTORS CONTINUING IN OFFICE
Patrick Sheaffer 61 1979 2002
Edward R. Geiger 59 1999 2002
Robert K. Leick 65 1972 2003
Gary R. Douglass 59 1994 2003
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(1) As of March 31, 2001.
(2) Includes prior service on the Board of Directors of the Bank.
(3) Assuming the individual is re-elected.
4
The present principal occupation and other business experience during
the last five years of each nominee for election and each director continuing in
office is set forth below:
Paul L. Runyan owns and operates Runyan's Jewelry Store in White
Salmon, Washington. He is an active member of numerous civic and community
organizations, including the White Salmon Elks, Camas Moose Lodge, Camas Lions
Club and the Stevenson Eagles.
Ronald A. Wysaske joined the Bank in 1976. Before joining the Bank, he
was an audit and tax accountant at Price Waterhouse & Co. He became Executive
Vice President, Treasurer and Chief Financial Officer in 1981. He is responsible
for administering all finance, accounting and treasury functions at the Bank. He
is active in numerous professional and civic organizations.
Michael Allen began his career with Seafirst in 1964 and progressed
through a number of management positions, including serving as Vice President
and Credit Supervisor for SW Washington. In 1989, Mr. Allen became the Executive
Vice President of Northwest National Bank, responsible for commercial and retail
banking operations. During Northwest National Bank's acquisition phase by US
Bank, Mr. Allen served as President. He is the current Chairman of the Vancouver
Housing Authority and a board member of the Community Housing Resource Center.
He is a past board member of the SW Washington Private Industry Council and
Identity Clark County.
Robert K. Leick, an attorney in private practice, was a prosecuting
attorney with Skamania County, Washington, from 1967 to 1997. He is an active
member of numerous community and civic organizations, including the Skamania
County Historical Society, Skamania County Chamber of Commerce, Skamania County
Economic Development Council and the American Legion.
Gary R. Douglass, a certified public accountant, is a principal with
Douglass & Paulson, P.C., Camas, Washington.
Patrick Sheaffer joined the Bank in 1965 and has served as President
and Chief Executive Officer since 1976. He became Chairman of the Board in March
1993. He is responsible for the daily operations and the management of the Bank.
Mr. Sheaffer is active in numerous professional and civic organizations.
Edward R. Geiger is a business management and executive search
consultant with over 26 years of experience. Prior to establishing his
consulting firm, Mr. Geiger was Corporate Controller at Pacific Telecom, Inc.
His prior experience also includes three other Fortune 500 companies, municipal
governments and the military. Mr. Geiger is also a Certified Public Accountant.
An active volunteer, he currently serves on the boards of directors of five
non-profit organizations, as well as on the board of directors of four other
companies.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Company and the Bank conduct their
business through meetings of the Boards and through their committees. During the
fiscal year ended March 31, 2001, the Board of Directors of the Company held
nine regular meetings and no special meetings, and the Board of Directors of the
Bank held 13 regular meetings and no special meetings. No director of the
Company or the Bank attended fewer than 75% of the total meetings of the Boards
and committees on which such person served during this period.
Committees of the Company's Board. The Company's Board of Directors
has standing Audit and Nominating Committees. There is no Executive Committee
of the Company's Board of Directors.
The Audit Committee consists of Directors Douglass (Chairman), Geiger
and Runyan and is responsible for developing and monitoring the audit program.
The Committee meets with the independent auditors to discuss the results
5
of the annual audit and any related matters. The members of the Committee also
receive and review all the reports, findings and other information presented to
them by the officers regarding financial reporting policies and practices. The
Audit Committee met three times during the fiscal year ended March 31, 2001.
The full Board of Directors of the Company acts as the Nominating
Committee to submit nominations for the annual election of directors. The full
Board of Directors met one time in its capacity as Nominating Committee during
the fiscal year ended March 31, 2001.
Committees of the Bank's Board. The Company has standing Executive,
Audit, Nominating, Personnel/Compensation and Compliance Audit Committees,
among others.
The Executive Committee, which consists of Directors Sheaffer
(Chairman), Leick, and Douglass meets as necessary in between meetings of the
full Board of Directors. The Executive Committee met 30 times during the fiscal
year ended March 31, 2001.
The Audit Committee consists of Directors Douglass (Chairman), Geiger
and Runyan and is responsible for developing and monitoring the audit program.
The Committee meets with the independent auditors to discuss the results of the
annual audit and any related matters. The members of the Committee also receive
and review all the reports, findings and other information presented to them by
the officers regarding financial reporting policies and practices. The Audit
Committee met three times during the fiscal year ended March 31, 2001.
The Nominating Committee consists of Directors Leick (Chairman) and
Runyan. This Committee submits nominations for the annual election of directors.
The Nominating Committee met once during the fiscal year ended March 31, 2001.
The Personnel/Compensation Committee consists of Directors Runyan
(Chairman), Douglass and Geiger. This Committee determines annual grade and
salary levels for employees and establishes personnel policies. The
Personnel/Compensation Committee met two times during the fiscal year ended
March 31, 2001.
The Compliance Committee consists of Leick (Chairman), Douglass,
Geiger, Runyan, Wysaske, Sheaffer, and Allen. This committee is responsible for
directing and monitoring the internal audit and compliance programs. The
Compliance Committee met nine times during the fiscal year ended March 31, 2001.
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DIRECTORS' COMPENSATION
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Directors receive an annual retainer of $4,600 and a monthly fee of
$485 for each meeting attended. Directors also receive $200 for each committee
meeting attended. Director and committee fees totaled $105,405 for the year
ended March 31, 2001.
Directors may elect to defer their retainer and monthly fees until
retirement with no income tax payable by the director until retirement benefits
are received. This alternative is available through a non-qualified deferred
compensation plan adopted by the Bank in December 1986, and subsequently
amended. If the participant's employment is terminated on or after the date he
attains age 65 or five years of participation in the Plan ("Normal Retirement
Date"), the Company shall pay the participant or his designated beneficiaries in
annual or monthly installments over a period of 120 months, an amount equal to
the balance in the participant's account immediately before the date on which
benefits commence, plus interest on the unpaid balance. Participants may also
choose two optional forms of benefit payments: (i) a lump-sum payment within
five years of the Normal Retirement Date or (ii) an annuity over the life of the
participant, or a joint survivor annuity over the lives of the participant and
the participant's spouse. Benefits are also payable upon disability, early
retirement, termination of service or death. The Company pays annual interest on
assets under the plans based on a formula relating to gross revenues, which
amounted to 8.38% for the year ended March 31, 2001. The estimated liability
under the plan is accrued as earned by the participant. At March 31, 2001, the
Company's aggregate liability under the plans was $1.2 million.
6
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EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE. The following information is furnished for
the Chief Executive Officer of the Company and for the four highest paid
executive officers of the Company who received salary and incentive compensation
in excess of $100,000 for the year ended March 31, 2001. No other executive
officers of the Company or its subsidiaries received salary and bonus in excess
of $100,000 during the year ended March 31, 2001.
Long-term Compensation
Annual Compensation(1) Awards
------------------------------ -------------------------
Restricted Number All
Name and Stock of Other Annual
Position Year Salary($) Bonus($) Awards($)(2) Options(3) Compensation($)(4)
- -------- ---- --------- -------- ------------ ---------- ------------------
Patrick Sheaffer 2001 142,171 48,787 56,054 -- 12,404
President, Chief 2000 133,658 53,448 80,022 -- 15,006
Executive Officer 1999 130,531 59,501 89,356 41,227 21,513
and Chairman
Ronald A. Wysaske 2001 106,116 30,979 42,081 -- 11,715
Executive Vice 2000 99,846 34,020 60,075 -- 14,936
President and 1999 97,116 34,085 67,086 29,671 21,274
Chief Financial
Officer
Michael C. Yount 2001 101,429 26,099 36,225 -- 11,962
Executive Vice 2000 97,009 24,952 51,715 -- 14,574
President 1999 86,514 28,551 57,739 26,370 20,870
Karen M. Nelson 2001 88,200 24,535 35,708 -- 11,762
Senior Vice Presi- 2000 86,868 21,504 50,976 -- 14,359
dent of Lending 1999 81,426 26,777 56,914 23,879 20,782
John A. Karas 2001 99,167 45,720 -- -- 9,576
Senior Vice 2000 95,625 10,000 -- 20,000 --
President/Trust 1999 -- -- -- -- --
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(1) Does not include certain benefits, the aggregate amounts of which do not
exceed 10% of total annual salary and bonus.
(2) Represents the total value of the award of shares of restricted Common
Stock on October 1, 1998 in the following amounts: Mr. Sheaffer, 6,499
shares; Mr. Wysaske, 4,879 shares; Mr. Yount, 4,200 shares;and Ms. Nelson,
4,140 shares. Such awards will vest ratably over a five-year period. At
March 31, 2001, the value of the unvested restricted stock awards were:
Mr. Sheaffer, $120,232; Mr. Wysaske, $90,262; Mr. Yount, $77,700; and Ms.
Nelson, $76,590. Dividends, if any, paid on the restricted Common Stock
are paid to the participants.
(3) Subject to pro rata vesting over a five year period with the first 20%
installment vesting on October 1, 1998.
(4) Amounts for 2001 include: Mr. Sheaffer, ESOP contribution of $9,962 and
employer 401(k) matching contribution of $2,442; for Mr. Wysaske, ESOP
contribution of $9,962 and employer 401(k) matching contribution of
$1,753; for Mr. Yount, ESOP contribution of $9,962 and employer 401(k)
matching
7
contributions of $2,000; and for Mr. Karas, ESOP contribution of $7,917
and employer 401(k) matching contribution of $1,659 and for Ms. Nelson,
ESOP contribution of $9,962 and employer 401(k) matching contribution
of $1,800.
OPTION EXERCISE/VALUE TABLE. The following information with respect
to options exercised during the fiscal year ended March 31, 2001, and
remaining unexercised at the end of the fiscal year, is presented for the
Chief Executive Officer and the named executive officers.
Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised Options at Fiscal Year End($)(1)
Acquired on Value ------------------------------ ------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------
Patrick Sheaffer 26,222 166,085 40,496 16,491 101,311 --
Ronald A. Wysaske 21,005 132,082 28,030 11,868 65,744 --
Michael C. Yount 10,500 67,135 20,330 10,548 28,980 --
John A. Karas -- -- 12,000 8,000 -- --
Karen M. Nelson 1,627 9,550 16,865 9,552 16,319 --
(1) Value of unexercised in-the-money options equals market value of shares
covered by in-the-money options on March 31, 2001, less the option
exercise price. Options are in-the-money if the market value of the
shares covered by the options is greater than the option exercise
price.
EMPLOYMENT AGREEMENTS. The Company and the Bank (collectively, the
"Employers") have entered into three-year employment agreements ("Employment
Agreements") with Messrs. Sheaffer and Wysaske (individually, the "Executive").
Under the Employment Agreements, the current salary levels for Messrs.
Sheaffer and Wysaske are $142,171 and $106,116, respectively, which amounts are
paid by the Bank and may be increased at the discretion of the Board of
Directors of the Bank or an authorized committee of the Board. On each
anniversary of the commencement date of the Employment Agreements, the term of
each agreement may be extended for an additional year at the discretion of the
Board. The agreement is terminable by the Employers at any time, by the
Executive if the Executive is assigned duties inconsistent with his initial
position, duties, responsibilities and status, or upon the occurrence of certain
events specified by federal regulations. In the event that an Executive's
employment is terminated without cause or upon the Executive's voluntary
termination following the occurrence of an event described in the preceding
sentence, the Bank would be required to honor the terms of the agreement through
the expiration of the current term, including payment of current cash
compensation and continuation of employee benefits.
The Employment Agreements also provide for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, an Executive is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreement as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then outstanding securities,
(c) the membership of the Board of Directors changes as the result of a
contested election, or (d) shareholders of the Company approve a merger,
consolidation, sale or disposition of all or substantially all of the Company's
assets, or a plan of partial or complete liquidation.
The maximum value of the severance benefits under the Employment
Agreements is 2.99 times the Executive's average annual compensation during the
five-year period preceding the effective date of the change in control (the
"base
8
amount"). The Employment Agreements provide that the value of the maximum
benefit may be distributed, at the Executive's election, (i) in the form of a
lump sum cash payment equal to 2.99 times the Executive's base amount or (ii)
a combination of a cash payment and continued coverage under the Employers'
health, life and disability programs for a 36-month period following the change
in control, the total value of which does not exceed 2.99 times the Executive's
base amount. Assuming that a change in control had occurred at March 31, 2001
and that each Executive elected to receive a lump sum cash payment, Messrs.
Sheaffer and Wysaske would be entitled to payments of approximately $568,300 and
$397,548, respectively. Section 280G of the Internal Revenue Code of 1986, as
amended, provides that severance payments that equal or exceed three times the
individual's base amount are deemed to be "excess parachute payments" if they
are contingent upon a change in control. Individuals receiving excess parachute
payments are subject to a 20% excise tax on the amount of such excess payments,
and the Employers would not be entitled to deduct the amount of such excess
payments.
The Employment Agreements restrict each Executive's right to compete
against the Employers for a period of one year from the date of termination of
the agreement if an Executive voluntarily terminates employment, except in the
event of a change in control.
SEVERANCE AGREEMENTS. The Company and the Bank have entered into
severance agreements with Mr. Yount, Ms. Nelson and Mr. Karas. The severance
agreements provide for severance payments and continuation of other employee
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers in the same manner as provided for
in the employment agreements. Severance payments and benefits are also provided
on a similar basis in connection with a voluntary termination of employment
where, subsequent to a change in control, an officer is assigned duties
inconsistent with his position, duties, responsibilities and status immediately
prior to such change in control.
The term "change in control" is defined in the agreements as having
occurred when, among other things, (a) a person other than the Company purchases
shares of Common Stock pursuant to a tender or exchange offer for such shares,
(b) any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities, (c) the membership of the Board of
Directors changes as the result of a contested election, or (d) shareholders of
the Company approve a merger, consolidation, sale or disposition of all or
substantially all of the Company's assets, or a plan of partial or complete
liquidation.
Assuming that a change in control had occurred at March 31, 2001, and
excluding any other benefits due under the severance agreements, the aggregate
value of the severance benefits payable to each of Mr. Yount, Ms. Nelson and Mr.
Karas and would have been approximately $351,371, $316,873 and $374,515,
respectively.
- ------------------------------------------------------------------------------
AUDIT COMMITTEE MATTERS
- ------------------------------------------------------------------------------
AUDIT COMMITTEE CHARTER. The Audit Committee operates pursuant to a
Charter approved by the Company's Board of Directors. The Audit Committee
reports to the Board of Directors and is responsible for overseeing and
monitoring financial accounting and reporting, the system of internal controls
established by management and the audit process of the Company. The Audit
Committee Charter sets out the responsibilities, authority and specific duties
of the Audit Committee. The Charter specifies, among other things, the structure
and membership requirements of the Audit Committee, as well as the relationship
of the Audit Committee to the independent accountants, the internal audit
department, and management of the Company. A copy of the Audit Committee Charter
is attached to this Proxy Statement as Exhibit A.
REPORT OF THE AUDIT COMMITTEE. The Audit Committee reports as follows
with respect to the Company's audited financial statement for the year ended
March 31, 2001:
9
* The Audit Committee has completed its initial review and
discussion of the Company's 2001 audited financial statements
with management;
* The Audit Committee has discussed with the independent auditor
(Deloitte & Touche LLP) the matters required to be discussed
by Statement on Auditing Standards ("SAS") No. 61,
Communication with Audit Committees, as amended by SAS No. 90,
Audit Committee Communications, including matters related to
the conduct of the audit of the Company's financial statements:
* The Audit Committee has received written disclosures, as
required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committee, indicating all
relationships, if any, between the independent auditor and its
related entities and the Company and its related entities
which, in the auditors' professional judgment, reasonably may
be thought to bear on the auditors' independence, and the
letter from the independent auditors confirming that, in its
professional judgment, it is independent from the Company and
its related entities, and has discussed with the auditors the
auditors' independence from the Company; and
* The Audit Committee has, based on its initial review and
discussions with management of the Company's 2001 audited
financial statements and discussions with the independent
auditors, recommended to the Board of Directors that the
Company's audited financial statements for the year ended
March 31, 2001 be included in the Company's Annual Report on
Form 10-K
Audit Committee: Gary R. Douglass, Chairman
Paul L. Runyan
Edward R. Geiger
INDEPENDENCE AND OTHER MATTERS. Each member of the Audit Committee is
"independent," as defined, in the case of the Company, under The Nasdaq Stock
Market Rules. The Audit Committee members do not have any relationship to the
Company that may interfere with the exercise of their independence from
management and the Company. None of the Audit Committee members are current
officers or employees of the Company or its affiliates.
- -------------------------------------------------------------------------------
COMPENSATION COMMITTEE MATTERS
- -------------------------------------------------------------------------------
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Report of the Compensation
Committee and Performance Graph shall not be incorporated by reference into any
such filings.
REPORT OF THE COMPENSATION COMMITTEE. Under rules established by the
SEC, the Company is required to provide certain data and information in regard
to the compensation and benefits provided to the Company's Chief Executive
Officer and other executive officers. The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to the fundamental
executive compensation decisions affecting those individuals. The Compensation
Committee of the Board of Directors of the Company is responsible for
establishing and monitoring compensation policies of the Company and for
reviewing and ratifying the actions of the Compensation Committee of the Board
of Directors of the Bank. Performance is evaluated and salaries are set by the
Compensation Committee of the Bank.
General. The Bank's Compensation Committee's duties are to recommend
and administer policies that govern executive compensation. The Committee
evaluates individual executive performance, compensation policies and salaries.
The Committee is responsible for evaluating the performance of the Chief
Executive Officer of the Bank while
10
the Chief Executive Officer of the Bank evaluates the performance of other
senior officers of the Bank and makes recommendations to the Committee regarding
compensation levels.
Compensation Policies. The executive compensation policies of the Bank
are designed to establish an appropriate relationship between executive pay and
the Company's and Bank's annual performance, to reflect the attainment of short-
and long-term financial performance goals and to enhance the ability of the
Company and the Bank to attract and retain qualified executive officers. The
principles underlying the executive compensation policies include the following:
* To attract and retain key executives who are vital to the long-term
success of the Company and the Bank and are of the highest caliber;
* To provide levels of compensation competitive with those offered
throughout the financial industry and consistent with the Company's and
the Bank's level of performance;
* To motivate executives to enhance long-term stockholder value by building
their equity interest in the Company; and
* To integrate the compensation program with the Company's and the Bank's
annual and long-term strategic planning and performance measurement
processes.
The Committee considers a variety of subjective and objective factors
in determining the compensation package for individual executives, including:
(1) the performance of the Company and the Bank as a whole with emphasis on
annual performance factors and long-term objectives; (2) the responsibilities
assigned to each executive; and (3) the performance of each executive of
assigned responsibilities as measured by the progress of the Company and the
Bank during the year.
Base Salary. The Bank's current compensation plan involves a
combination of salary, salary-at-risk cash bonuses to reward short-term
performance, and deferred compensation. The salary levels of executive officers
are designed to be competitive within the banking and financial services
industries. In setting competitive salary levels, the Compensation Committee
continually evaluates current salary levels by surveying similar institutions in
Washington State, the Pacific Northwest and the United States. The Compensation
Committee's peer group analysis focuses on asset size, nature of ownership, type
of operation and other common factors. Specifically, the Compensation Committee
annually reviews the Washington State Financial Industry Survey prepared by
Milliman & Robertson, Inc. (actuaries and consultants) covering 110 Washington
financial organizations, and the America's Community Banker's Survey of Salaries
which covers over 500 financial institutions nationwide.
Salary-at-Risk Bonus Program. A short-term incentive salary-at-risk
bonus plan is in effect for the senior officers of the Bank which is designed to
compensate for performance. The plan is designed to provide for bonuses of up to
45% of salary for the Chief Executive Officer, 35% to 40% of salary for the
Executive Vice Presidents, and up to 35% of salary for the Senior Vice
Presidents, Vice Presidents, and certain other officers. In limited
circumstances, salary-at-risk bonuses may be payable at higher levels based on
exceptional performance in excess of established targets. The salary-at-risk
performance bonus is based primarily on quantifiable data such as return on
equity, deposit totals, loan production, and levels of operating expenses
compared to revenues. Subjective evaluation of performance is limited.
Deferred Compensation. Directors and executive officers who are paid to
attend board meetings may elect to defer their monthly fees until retirement,
with no income tax payable by the directors or executive officers until
retirement benefits are received. This alternative is available through a
non-qualified deferred compensation plan adopted by the Bank in December 1986,
and subsequently amended. Under the plan executive officers may also defer up to
10% of salary and bonuses.
11
Long Term Incentive Compensation. In connection with the Company's
reorganization into the holding company structure, the Company adopted the 1998
Stock Option Plan and the 1998 Management Development and Recognition Plan for
executive officers, employees, and non-employee directors of the Company. These
plans were approved by the stockholders of the Company in 1998. Under the plans,
non-employee directors, executive officers, and other employees may receive
grants and awards. The Company believes that stock ownership by the Company's
and the Bank's executives is a significant factor in aligning the interests of
the executives with those of stockholders. Stock options and awards under such
plans were allocated based upon regulatory practices and policies, and the
practices of other recently converted financial institutions as verified by
external surveys and were based upon the executive officers' level of
responsibility and contributions to the Company and the Bank.
Compensation of the Chief Executive Officer. During the fiscal year
ended March 31, 2001, the base salary of Mr. Sheaffer was $142,171. In addition,
he received a salary-at-risk performance bonus of $48,787 and was credited with
$12,404 in other compensation (comprised of ESOP contribution of $9,962 and
employer 401(k) contribution of $2,442) as set forth in the preceding Summary
Compensation Table. Mr. Sheaffer also received $56,054 of restricted stock
awards. This resulted in total compensation of $259,416, which represents an
8.1% decrease from the previous year. Mr. Sheaffer's salary-at-risk performance
bonus reflected the attainment of the specific performance criteria for the
fiscal year established by the Board in the Company's salary-at-risk performance
bonus plan. The Committee believes that Mr. Sheaffer's compensation is
appropriate based on the Company's overall compensation policy, on the basis of
the Committee's consideration of peer group data, and the superior financial
performance of the Company during the fiscal year. Mr. Sheaffer did not
participate in the Committee's consideration of his compensation level for the
fiscal year.
Compensation Committee of the Board of Directors:
/s/Paul L. Runyan, Chairman
/s/Gary R. Douglass
/s/Edward R. Geiger
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. No
executive officer of the Company has served as a member of the compensation
committee of another entity, one of whose executive officers served on the
Compensation Committee. No executive officer of the Company has served as a
director of another entity, one of whose executive officers served on the
Compensation Committee. No executive officer of the Company has served as a
member of the compensation committee of another entity, one of whose executive
officers served as a director of the Company.
12
PERFORMANCE GRAPH. The following graph compares the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return on the S&P 500 (U.S. Stock) Index and a peer group of the SNL All Thrift
Index. Total return assumes the reinvestment of all dividends and that the value
of the Company's Common Stock and each index was $100 on March 31, 1996.
[GRAPHIC OMITTED]
PERIOD ENDING
----------------------------------------------------
INDEX 3/31/96 3/31/97 3/31/98 3/31/99 3/31/00 3/31/01
- ----- ------- ------- ------- ------- ------- -------
Riverview Bancorp, Inc. 100.00 121.59 292.01 210.57 145.35 175.98
S&P 500 100.00 119.73 177.21 209.87 247.53 193.89
SNL Thrift Index 100.00 139.54 233.46 192.84 152.88 253.75
- -------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- -------------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the SEC. Executive officers, directors and greater
than 10% shareholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that during the fiscal year ended March 31, 2001
all filing requirements applicable to its reporting officers, directors and
greater than 10% shareholders were properly
13
and timely complied with except for the report of the Company in Form 4 for the
month ended February 2001, which was subsequently filed.
- -------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- -------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons (unless the loan or extension of
credit is made under a benefit program generally available to all other
employees and does not give preference to any insider over any other employee)
and does not involve more than the normal risk of repayment or present other
unfavorable features. The Bank is therefore prohibited from making any new loans
or extensions of credit to the Bank's executive officers and directors and at
different rates or terms than those offered to the general public and has
adopted a policy to this effect. The aggregate amount of loans by the Bank to
its executive officers and directors was approximately $813,000 at March 31,
2001. Such loans (i) were made in the ordinary course of business, (ii) were
made on substantially the same terms and conditions, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the Bank's other customers, and (iii) did not involve more than the normal risk
of collectibility or present other unfavorable features when made.
- -------------------------------------------------------------------------------
PROPOSAL II -- APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------------------
Deloitte & Touche LLP served as the Company's independent auditors for
the fiscal year ended March 31, 2001. The Board of Directors has appointed
Deloitte & Touche LLP as independent auditors for the fiscal year ending March
31, 2002, subject to approval by stockholders. A representative of Deloitte &
Touche LLP will be present at the Meeting to respond to stockholders' questions
and will have the opportunity to make a statement if he so desires.
AUDIT FEES
The aggregate fees billed to the Company by Deloitte & Touche LLP for
professional services rendered for the audit of the Company's financial
statements for fiscal 2001 and the reviews of the financial statements included
in the Company Forms 10-Q for that year, including travel expenses, were
$72,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Deloitte & Touche LLP performed no financial information system design
or implementation work for the Company during the fiscal year ended March 31,
2001.
ALL OTHER FEES
Other than audit fees, the aggregate fees billed to the Company by
Deloitte & Touche LLP for fiscal 2001, none of which were financial information
systems design and implementation fees, were $14,000 for tax return preparation.
The Audit Committee of the Board of Directors determined that the services
performed by Deloitte & Touche LLP other than audit services are not
incompatible with Deloitte & Touche LLP maintaining its independence.
If the ratification of the appointment of the auditors is not approved
by a majority of the votes cast by shareholders at the Meeting, other
independent public accountants will be considered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2002.
14
- -------------------------------------------------------------------------------
OTHER MATTERS
- -------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting the proxies.
- -------------------------------------------------------------------------------
MISCELLANEOUS
- -------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees of
the Company may solicit proxies personally or by telephone without additional
compensation.
The Company's Annual Report to Stockholders, which includes the
Company's Annual Report on Form 10-K as filed with the SEC, has been mailed to
stockholders as of the close of business on the Voting Record Date. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated herein by reference.
- -------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- -------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy
solicitation materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be received at the
Company's main office at 900 Washington, Suite 900, Vancouver, Washington,
98660, no later than February 14, 2002. Any such proposals shall be subject to
the requirements of the proxy solicitation rules adopted under the Exchange Act.
The Company's Articles of Incorporation generally provides that if a
stockholder intends to nominate a candidate for election as a director, the
stockholder must deliver written notice of his or her intention to the Secretary
of the Company not less than thirty days nor more than sixty days prior to the
date of a meeting of stockholders; provided, however, that if less than
thirty-one days' notice of the date of the meeting is given or made to
stockholders, such written notice must be delivered to the Secretary of the
Company not later than the close of the tenth day following the day on which
notice of the meeting was mailed to stockholders. The notice must set forth all
information as would be required to be included in a proxy statement soliciting
proxies for the election of the proposed nominee pursuant to the Exchange Act,
including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director, if elected, and,
as to the stockholder giving such notice, his or her name and address as they
appear on the Company's books, and the class and number of shares of the Company
which are beneficially owned by such stockholder.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Phyllis Kreibich
-------------------
PHYLLIS KREIBICH
CORPORATE SECRETARY
Vancouver, Washington
June 13, 2001
15
EXHIBIT A
RIVERVIEW
COMMUNITY BANK
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Charter of Responsibility
Article I
Mission Statement
-----------------
The audit committee will assist the board of directors in fulfilling its
oversight responsibilities. The audit committee will review the financial
reporting process, the system of internal control, the audit process and the
company's process for monitoring compliance with laws and regulations. In
performing its duties, the committee will maintain effective working
relationships with the board of directors, management, the external auditors,
and the internal auditor and compliance officer. The internal auditor and
compliance officer will report directly to the audit committee.
Article II
Membership
----------
Section 1. Term: Members of the committee are appointed by the board of
directors and shall serve for a term of one year. Each committee member may be
re-appointed for additional terms at the discretion of the board of directors.
Section 2. Independence: The audit committee shall consist only of
independent directors. A director will not be considered "independent" if
he or she has:
* been employed by the company or its affiliates in the current or past three
years;
* accepted any compensation from the company or its affiliates in excess of
$60,000 during the previous fiscal year (except for board service, retirement
plan benefits, or non-discretionary compensation);
* an immediate family member who is, or has been in the past three years,
employed by the company or its affiliates as an executive officer;
* been a partner, controlling shareholder or an executive officer of any
for-profit business to which the company made, or from which it received,
payments (other than those which arise solely from investments in the
company's securities) that exceed five percent of the company's or business's
consolidated gross revenues for that year, or $200,000, whichever is more, in
any of the past three years, or;
* been employed as an executive of another entity where any of the company's
executives serve on that entity's compensation committee.
Section 3. Background and Experience: Audit committee members shall possess
financial literacy which is the ability to read and understand fundamental
financial statements, including the company's balance sheet, income statement,
and cash flow statement. At least one committee member shall possess accounting
or related financial management expertise, which would include past employment
experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which results in
the individual's financial sophistication, including being or having been a
chief executive officer (CEO) or other senior officer with financial oversight
responsibilities.
1
Article III
Organization
------------
Section 1. Number: The audit committee shall consist of not less than three
members of the board of directors.
Section 2. Chairperson: The board of directors shall appoint one member of
the audit committee to act as the committee chairperson.
Section 3. Meetings: The audit committee shall meet as often as necessary,
as determined by the committee chairperson. Meetings will usually be
scheduled prior to board meetings. Meetings will follow an agenda and approved
minutes of the meeting shall be maintained. In additional to the committee,
the internal auditor will attend, and other participants may include the
external auditors, the Chief Executive Officer (CEO), chief financial officer
(CFO), and controller, or others as determined by the committee. The audit
committee shall meet privately at least once per year with management and at
least once per year with the external auditors.
Article IV
Roles and Responsibilities
--------------------------
Section 1: Internal Controls: At least once annually, the audit committee
shall review and approve the internal audit and compliance program and plan.
The audit committee shall determine whether internal control recommendations
made by the internal and external auditors have been implemented by management
and ensure that the internal and external auditors have kept the audit committee
informed about fraud, illegal acts, and deficiencies in internal controls.
Section 2: Financial Reporting-General: The audit committee shall: a)review
significant accounting and reporting issues, including recent professional and
regulatory pronouncements, and understand their impact on the financial
statements; and b) discuss significant risks and exposures and plans to minimize
such risks with management and internal and external auditors.
Section 3: Annual Financial Statements: The audit committee shall, prior to
filing of the Company's annual financial statements with the Securities and
Exchange Commission (SEC) on Form 10-K: a) require that the external auditors
inform the committee of any significant: disagreements with management, new
accounting policies, adjustments to the financial statements or unusual events
or transactions; and b) discuss with the external auditors as deemed necessary
by them the matters required to be discussed by SAS 61 (Codification of
Statements of Accounting Standards, Section 380), as may be modified or
supplemented.
Section 4: Interim Financial Statements: Prior to release of the Company's
quarterly financial statements to the SEC on Form 10-Q, the audit committee or
the committee chairperson shall require the external auditors to inform the
committee of any significant: disagreements with management, new accounting
policies, adjustments to the financial statements or unusual events or
transactions.
2
Section 5: Compliance with Securities Laws and Regulations: The audit
committee shall review the effectiveness of the system for monitoring compliance
with laws and regulations and management's investigation and follow-up on any
fraudulent acts or accounting irregularities. Periodic updates shall be
obtained from the internal auditor and compliance officer, management and
general counsel regarding compliance. The audit committee shall review the
findings of examinations by regulatory agencies such as the OTS, and be
satisfied that regulatory compliance matters have been considered in the
preparation of the financial statements.
Section 6: External Auditors: The audit committee shall meet with the
external auditors to review the proposed audit scope and approach, review the
independence of the external auditors by reviewing the non-audit services they
perform for the company and the assertion of their independence in accordance
with professional standards. The committee will meet after the completion of
the audit to review the results of the examination and performance of the
auditors. At least once annually, the audit committee shall review the
performance of the external auditors with the full board of directors and
determine the reappointment or discharge of the external auditors, who are
ultimately accountable to the board of directors and the audit committee.
Section 7: Other Responsibilities: The audit committee shall, as deemed
necessary:
* establish periodic meetings with the external auditors, internal auditors,
and management in separate executive session to discuss any matters that the
committee or these groups believe should be discussed privately;
* ensure that significant findings or recommendations made by the internal and
external auditors are received and discussed on a timely basis;
* review, with the company's general counsel, any legal matters that could have
a significant impact on the company's financial statements;
* review and evaluate the performance of the internal auditor and provide a
summary of the evaluation to senior management;
* review the policies and procedures in effect for considering officer's
expenses and perquisites;
* if necessary, institute special investigations, and if appropriate, hire
special counsel or experts to assist;
* perform oversight functions as required by the full board;
* review and update the audit committee charter annually and receive full board
approval of any changes; and
* regularly update the board of directors about committee activities and make
appropriate recommendations.
3
REVOCABLE PROXY
RIVERVIEW BANCORP, INC.
- -------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 18, 2001
- -------------------------------------------------------------------------------
The undersigned hereby appoints the official Proxy Committee of the
Board of Directors of Riverview Bancorp, Inc. with full powers of substitution,
as attorneys and proxies for the undersigned, to vote all shares of common stock
of Riverview Bancorp, Inc. ("Company") which the undersigned is entitled to vote
at the Annual Meeting of Stockholders, to be held at the Water Resources
Education Center, Bruce E. Hagensen Community Room, 4600 S.E. Columbia Way,
Vancouver, Washington, on Wednesday, July 18, 2001, at 10:00 a.m., local time,
and at any and all adjournments thereof, as indicated.
VOTE
FOR WITHHELD
--- --------
1. The election as director of the nominees [ ] [ ]
listed below (except as marked to the
contrary below).
Paul L. Runyan
Ronald A. Wysaske
Michael D. Allen
INSTRUCTIONS: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NOMINEE'S NAME ON THE LINE BELOW.
--------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The approval of the appointment of Deloitte & [ ] [ ] [ ]
Touche LLP as independent auditors for the
fiscal year ending March 31, 2002.
3. In their discretion, upon such other matters
as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSALS.
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of the Notice of Annual Meeting of Stockholders, a
Proxy Statement for the Annual Meeting of Stockholders, and the 2001 Annual
Report to Stockholders.
Dated: , 2001
-----------------------------------------
- ------------------------- -------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ------------------------- -------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on the enclosed card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, only one signature is required, but each
holder should sign, if possible.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.