Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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New Commerce BanCorp
(Name of Registrant as Specified in Its Charter)
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NEW COMMERCE BANCORP
501 New Commerce Court
Greenville, South Carolina
Notice of Annual Meeting of Shareholders
Dear Fellow Shareholder:
We cordially invite you to attend the 2003 Annual Meeting of Shareholders
of New Commerce BanCorp, the holding company for New Commerce Bank. At the
meeting, we will report on our operating and financial results for 2002 and will
answer your questions and discuss our future plans with you. We hope that you
can attend the meeting and look forward to seeing you there.
This letter serves as your official notice that we will hold the meeting on
April 30, 2003 at 4:00 p.m. at the New Commerce Bank Board Room, 501 New
Commerce Court, Greenville, South Carolina for the following purposes:
1. To elect two members to our board of directors; and
2. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March 12,
2003 are entitled to attend and vote at the meeting. A complete list of these
shareholders will be available at the company's offices prior to the meeting.
Please use this opportunity to take part in the affairs of your company by
voting on the business to come before this meeting. Even if you plan to attend
the meeting, we encourage you to complete and return the enclosed proxy to us as
promptly as possible.
By order of the board of directors,
/s/ Frank W. Wingate
Frank W. Wingate
President and Chief Executive Officer
Greenville, South Carolina
March 28, 2003
NEW COMMERCE BANCORP
501 New Commerce Court
Greenville, South Carolina
Proxy Statement for Annual Meeting of
Shareholders to be Held on April 30, 2003
Our board of directors is soliciting proxies for the 2003 Annual Meeting of
Shareholders. This proxy statement contains important information for you to
consider when deciding how to vote on the matters brought before the meeting. We
encourage you to read it carefully.
Voting Information
The Board set March 12, 2003 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,000,000 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint Frank W. Wingate and Dennis O.
Raines as your representatives at the meeting. Mr. Wingate and Mr. Raines will
vote your proxy as you have instructed them on the proxy card. If you submit a
proxy but do not specify how you would like it to be voted, Mr. Wingate and Mr.
Raines will vote your proxy for the election to the board of directors of all
nominees listed below under "Election of Directors." We are not aware of any
other matters to be considered at the meeting. However, if any other matters
come before the meeting, Mr. Wingate and Mr. Raines will vote your proxy on such
matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the polls
close at the meeting. You may do this by signing and delivering another proxy
with a later date or by voting in person at the meeting.
Brokers who hold shares for the accounts of their clients may vote these
shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote are referred to as "broker non-votes" with
respect to the proposals not voted upon. A broker non-vote does not count as a
vote in favor of or against a particular proposal for which the broker has no
discretionary voting authority. In addition, if a shareholder abstains from
voting on a particular proposal, the abstention does not count as a vote in
favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy materials
and of reimbursing brokers and others for their expenses of forwarding copies of
the proxy materials to our shareholders. Our officers and employees may assist
in soliciting proxies but will not receive additional compensation for doing so.
We are distributing this proxy statement on or about March 28, 2003.
Proposal No. 1: Election of Directors
The board of directors is divided into three classes with staggered terms,
so that the terms of only approximately one-third of the Board members expire at
each annual meeting. The current terms of the Class I directors will expire at
the meeting. The terms of the Class II directors expire at the 2004 Annual
Shareholders Meeting. The terms of the Class III directors will expire at the
2005 Annual Shareholders Meeting. Our directors and their classes are:
Class I Class II Class III
Marshall J. Collins, Jr. Ralph S. Crawley Richard W. Bailey
Tommy D. Greer Bobby L. Johnson Timothy A. Brett
Robert T. Kellett G. Mitchell Gault
Dennis O. Raines Frank W. Wingate
Shareholders will elect two nominees as Class I directors at the meeting to
serve a three-year term, expiring at the 2006 Annual Meeting of Shareholders.
The directors will be elected by a plurality of the votes cast at the meeting.
This means that the two nominees receiving the highest number of votes will be
elected.
The board of directors recommends that you elect Marshall J. Collins, Jr.
and Tommy D. Greer as Class I directors.
If you submit a proxy but do not specify how you would like it to be voted,
Mr. Wingate and Mr. Raines will vote your proxy to elect Mr. Collins and Mr.
Greer. If any of these nominees is unable or fails to accept nomination or
election (which we do not anticipate), Mr. Wingate and Mr. Raines will vote
instead for a replacement to be recommended by the board of directors, unless
you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees. Each of the
nominees is also a director of our subsidiary, New Commerce Bank:
Marshall J. Collins, Jr., 61, Chairman and Class I director since 1999, is
the retired chairman of BI-LO, Inc. and retired president and chief executive
officer of Ahold USA Support Services in Mauldin, South Carolina. BI-LO, Inc. is
a multi-state grocery store chain and is one of the largest employers in
Greenville County, South Carolina. Mr. Collins was born and grew up in Chicago,
Illinois and is a graduate of St. Mary's University in Winona, Minnesota and the
Advanced Management Program at Harvard Business School. He currently serves as
the chairman of the board of St. Francis Hospital in Greenville, South Carolina
and managing director of RealtiCorp. in Greenville, South Carolina.
Tommy D. Greer, 71, Class I director since 1999, is chairman emeritus of
the Board of Catalina Marketing Corporation, where he has served since 1989. He
has also served as president and chief executive officer of Catalina. Mr. Greer
has 42 years of experience as one of the country's leading product marketers.
Prior to joining Catalina, he took Texize Chemicals Company, a cleaning products
manufacturer, from a small regional company to a nationally known marketer of
such category leaders as Fantastic Spray Cleaner, Spray'n Wash, and Glass+Plus.
Mr. Greer is a graduate of the Advanced Management Program at the Harvard School
of Business.
Set forth below is also information about each of our other directors and
executive officers. Each director listed below is also a director of New
Commerce Bank.
Richard W. Bailey, 69, Class III director since 1999, is the owner of Bayco
Development Company. He is also associated with Coldwell Banker Caine, holds a
CCIM designation, and has been actively involved in commercial real estate and
development since 1986. He is a past member of the Golden Strip and Greenville
advisory boards of Branch Banking & Trust.
2
Timothy A. Brett, 49, Class III director since 1999, is the president of
Brett Public Relations, Inc., a full service public relations company with
offices in Greenville, Spartanburg and Columbia, South Carolina, which he
founded in 1993. Mr. Brett previously served as director of Governmental Affairs
and Community Relations for Michelin North America from 1987 until 1993. He was
also a member of the South Carolina House of Representatives. After leaving the
House of Representatives, he served in various positions under former Governor
Carroll A. Campbell, Jr. He continually serves his community through his
involvement in a number of charitable organizations, including the Salvation
Army, the YMCA, and the Blue Ridge Council Boy Scouts. He is a 1974 Graduate of
Newberry College and presently serves as a member of the College's Board of
Trustees.
Ralph S. Crawley, 68, Class II director since 1999, was co-founder and
president of Carter and Crawley, Inc., a custom automated control systems
supplier to industrial and utility clients since 1967. He previously was manager
of control system manufacturing for Metal Products Corporation. Mr. Crawley
graduated from Ruby High School in 1953 and attended Pierce College in Reseda,
California. He has held several positions with RCA and TRW involving
manufacturing and sales. Mr. Crawley is a past president and member of the
Mauldin Rotary Club, and currently Chairman of the Rotary Foundation Scholarship
Committee. Mr. Crawley was a member of the Mauldin Library Committee and
chairman of the Building and Grounds Committee of the new Greenville County
branch library located in Mauldin; past member of the Chamber of Commerce
organizing board and past member of the Mauldin-Simpsonville advisory board of
Bank of America. In 2001, Carter and Crawley, Inc. was sold to AZZ, Inc. of Fort
Worth, Texas, and Mr. Crawley has remained as the general manager of Carter and
Crawley, Inc.
G. Mitchell Gault, 47, Class III director since 1999, is the president of
Kent-Gault Manufactured Homes, a retailer of manufactured homes to the upstate
of South Carolina since 1959. Mr. Gault, a second-generation retailer, has been
with Kent-Gault since 1977. Mr. Gault currently operates two sales centers in
the Golden Strip area of Greenville County, South Carolina. Mr. Gault is also
involved in the development of manufactured housing subdivisions, as well as
owning and operating several manufactured housing rental communities in the
Upstate. Mr. Gault graduated from the University of South Carolina in l977. He
is a past president of the Fountain Inn Rotary Club. He has served on the board
of Manufactured Housing Institute of South Carolina for ten years, including two
terms as chairman of that association. He is a member of the Golden Strip YMCA
Board of Directors and is a life-long member of Trinity United Methodist Church
of Fountain Inn.
Bobby L. Johnson, 68, Class II director since 1999, develops light
industrial, office, and warehouse properties. Mr. Johnson began to develop
property in 1989, when he sold Carolina Material Handling, a business he
operated for twenty years in the Golden Strip. Mr. Johnson is a member of Greer
First Baptist Church in Greer and is a volunteer with Meals on Wheels. He
previously served on the advisory board of Summit National Bank and the Golden
Strip advisory board of Branch Banking & Trust.
Robert T. Kellett, 60, Class II director since 1999, an entrepreneur since
1965, owns and operates several businesses in the Golden Strip, including
Tommy's Snack Bar, Kellett Fuel Oil, and Kellett's Korner, Inc. He is a native
of Greenville County and he graduated from Hillcrest High School.
Dennis O. Raines, 50, Class II director since 1999, is currently serving as
president of Utility Partners of America. An honor graduate of Limestone
College, Mr. Raines holds a degree in business management. He was employed at
Kemet Electronics for 26 years, serving in various management positions
including manufacturing manager, human relations manager, and most recently
business services manager. Mr. Raines served for six years as a member of the
Mauldin City Council, where he was on the Recreation & Economic Development,
Public Safety and the chairman of the Finance & Policy committees. He is a
former member of the Mauldin Library Task Force.
3
R. Lamar Simpson, CPA, 44, is a senior vice president and the chief
financial officer of our company and our bank. Mr. Simpson has eight years of
experience in the financial services industry and before joining us in 2002, was
most recently employed as chief financial officer of FirstSpartan Financial
Corp. and First Federal Bank in Spartanburg, South Carolina from 1996 until the
bank's merger with BB&T Corp. in 2001. Prior to 1996, Mr. Simpson was a senior
manager with Deloitte & Touche LLP, where he served clients principally in the
financial services and real estate industries. Mr. Simpson received his B.S.
degree in Business Administration and Accounting from Erskine College in 1981
and is a member of the American Institute of Certified Public Accountants and
the South Carolina Association of CPAs.
Frank W. Wingate, 42, Class III director since 2001, has been the president
and chief executive officer of our company and our bank since October 1, 2001.
He is a second-generation banker who has 19 years of experience in both retail
and commercial banking. Mr. Wingate graduated with a B.S. degree in Financial
Management from Clemson University in 1983 and completed the course of study at
The Graduate School of Banking of the South at Louisiana State University in
1993. His banking career began in 1983 at The Citizens & Southern National Bank
in Atlanta. Mr. Wingate served as the founding president and chief executive
officer of The Community Bank of Greenville, NA from 1996 until the bank's
merger with Regions Bank of Greenville in 1998. He held the position of
Executive Vice President-Retail Banking with Community Bank & Trust, Cornelia,
Georgia from May 2000 until his return to Greenville. He is a graduate of
Leadership Greenville, Class XXIII, past member of the Board of Regents for
Leadership Greenville, past treasurer and board member of Compass of Carolina,
former member of Greenville East Rotary Club, and is a current board member of
Junior Achievement of Greenville, Inc.
Compensation of Directors and Executive Officers
Summary of Cash and Certain Other Compensation
The following table shows the cash compensation paid to our chief executive
officer for the years ended December 31, 2001 and 2002. None of our other
executive officers received total annual compensation, including salary and
bonus, in excess of $100,000 in 2002.
Summary Compensation Table
Long-Term
Annual Compensation
Compensation Awards
------------------------------------- ------------
Other Number of
Annual Securities
Compensation Underlying All Other
Name and Principal Position Year Salary Bonus (1) Options Compensation
- --------------------------- ---- -------- --------- ------------ ----------- ------------
Frank W. Wingate 2002 $125,000 $ - $- - $4,919
President and Chief 2001 30,000(2) 10,000 - 50,000 845
Executive Officer
<FN>
(1) Mr. Wingate also receives indirect compensation in the form of certain
perquisites and other personal benefits. The amounts of such benefits
received in the fiscal years shown did not exceed the lesser of either
$50,000 or 10% of his annual salary and bonus.
(2) Mr. Wingate's annualized salary was $120,000 when he joined our
company in October 2001. The above salary and other annual compensation
cover the period October 1, 2001 through December 31, 2001.
</FN>
4
Aggregated Option Exercises and Year-End Option Values
Value of Unexercised
Number of Unexercised Securities In-the-Money Options at
Underlying Options at Fiscal Year End Fiscal Year End (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
Frank W. Wingate 10,000/50,000 $26,600/$106,400
- ---------------
<FN>
(1) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing market price ($9.26)
of the underlying common stock at December 31, 2002. Options are
in-the-money if the fair market value of the common stock exceeds the
exercise price of the option.
</FN>
Employment Agreements
To date, we have not entered into any employment agreements with our
executive officers, but we have been in discussions regarding employment
agreements with our chief executive officer and chief financial officer and
contemplate entering into agreements with these officers in the near future.
Under our stock option plan, we have granted Mr. Wingate options to purchase
50,000 shares of common stock, which equals 5% of the number of shares sold in
our initial public offering. The options vest ratably over a five-year period,
or immediately upon a change in control, and have a term of ten years.
Additionally, Mr. Wingate participates in our retirement, welfare, and other
benefit programs and is entitled to a life insurance policy and an accident
liability policy, reimbursement for travel and business expenses and club dues.
We have granted Mr. Simpson options to purchase 10,000 shares of common stock.
These options vest over a period of five years or immediately upon a change in
control, and will be exercisable for ten years.
Director Compensation
Neither the company nor the bank paid directors' fees during the last
fiscal year.
Stock Options
We believe that the issuance of stock options can promote our growth and
profitability by providing additional incentives for participants to focus on
our long-range objectives. We also believe that stock options help us attract
and retain highly qualified personnel and to link their interests directly to
our shareholders' interests. In 1999, we adopted a stock option plan covering
150,000 shares of common stock. As of March 12, 2003, there were options to
acquire 128,000 shares outstanding under this plan, with a weighted average
exercise price of $8.85 per share. Of the outstanding options, 40,400 are
currently exercisable.
5
Security Ownership of Certain
Beneficial Owners and Management
General
The following table shows how much common stock in the company is owned by
our directors, executive officers, and owners of more than 5% of the outstanding
common stock, as of March 12, 2003. The mailing address for each of our
directors and executive officers is our main office at 501 New Commerce Court,
Greenville, South Carolina 29607. The mailing address for Mr. Stewart is 108
Maple Brook Court, Simpsonville, SC 29681.
Number of Percentage of
Shares Rights to Beneficial
Name Owned(1) Acquire(2) Ownership(3)
----------------------------- ------------- ------------- ---------------
Richard W. Bailey 29,850 9,000 3.85%
Timothy A. Brett 14,900 9,000 2.37%
Marshall J. Collins, Jr. 41,500 9,000 5.00%
Ralph S. Crawley 45,000 9,000 5.35%
G. Mitchell Gault 15,100 9,000 2.39%
Tommy D. Greer 25,000 9,000 3.37%
Bobby L. Johnson(4) 20,000 9,000 2.87%
Robert T. Kellett 13,880 9,000 2.27%
Dennis O. Raines 6,500 9,000 1.54%
R. Lamar Simpson 5,000 - *
James D. Stewart 63,965 7,500 7.09%
Frank W. Wingate 12,000 10,000 2.18%
Directors, executive
officers, and 5% owners as
a group (14 persons) 292,695 98,500 35.61%
- ---------------
* Less than 1%
<FN>
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse or other person,
or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
o Does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired within the next 60 days by exercising
stock options or warrants but does not include any other stock options.
(3) Determined by assuming the named person exercises all options which he or
she has the right to acquire within 60 days, but that no other persons
exercise any options.
(4) Number of shares owned excludes 2,500 shares owned by Mr. Johnson's spouse
for which he disclaims beneficial ownership.
</FN>
6
Meetings and Committees of the Board of Directors
During the year ended December 31, 2002, the board of directors of the
company held 6 meetings and the board of directors of the bank held 12 meetings.
All of the directors of the company and the bank attended at least 75% of the
aggregate of such board meetings and the meetings of each committee on which
they served.
The company's board of directors has appointed a number of committees,
including an audit committee and a compensation committee. The audit committee
was composed of Mssrs. Crawley, Gault, and Raines until January 2003 and is
presently comprised of Mssrs. Collins, Gault, and Raines. Each of these members
are considered "independent" under Rule 4200(a)(15) of the National Association
of Securities Dealers' listing standards. The audit committee met 4 times in
2002.
The audit committee has the responsibility of reviewing internal audit and
compliance reports, evaluating internal accounting controls, reviewing reports
of regulatory authorities, and determining that all audits and examinations
required by law are performed. The committee recommends to the board the
appointment of the independent auditors for the next fiscal year, reviews and
approves the auditor's audit plans, and reviews with the independent auditors
the results of the audit and management's responses. The audit committee has a
written charter which was adopted on November 27, 2000. We are enclosing a copy
of the audit committee charter with this proxy statement. The charter outlines
the committee's responsibilities for overseeing the entire audit function and
appraising the effectiveness of internal and external audit efforts and may be
amended by the board at any time. The audit committee reports its findings to
the board of directors.
Report of the Audit Committee of the Board
The report of the audit committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the company specifically
incorporates the information contained in the report by reference, and shall not
be deemed filed under such acts. The audit committee has reviewed and discussed
with management the audited financial statements. The audit committee has
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61. The audit committee has received from
the independent auditors the written disclosures and the letter required by
Independence Standards Board Standard No. 1 ("Independence Discussions with
Audit Committees) and has discussed with the independent auditors the
independent auditors' independence from the company and its management. In
reliance on the reviews and discussions referred to above, the audit committee
recommended to the company's board of directors that the audited financial
statements be included in the company's Annual Report and referenced on SEC Form
10-KSB for the fiscal year ended December 31, 2002 for filing with the SEC. The
report of the audit committee is included herein at the direction of its
members, Mssrs. Collins, Gault, and Raines.
Audit Fees
The aggregate fees billed for professional services rendered by the
independent auditors during the company's 2002 fiscal year for review of the
company's annual financial statements and those financial statements included in
the company's quarterly reports filed on SEC Form 10-QSB totaled $21,982 (which
is comprised of billings of $12,282 related to the audit of the company's 2001
financial statements and progress billings of $9,700 related to the 2002
financial statements.). The company estimates that the total fees related to its
annual financial statements for the year ended December 31, 2002 will be
approximately $17,205.
Financial Information Systems Design and Implementation Fees
We did not engage the independent auditors to provide, and the independent
auditors did not bill for, professional services regarding financial information
systems design and implementation during the year ended December 31, 2002.
7
All Other Fees
The aggregate fees billed for non-audit services rendered by the
independent auditors during the company's 2002 fiscal year totaled $7,471 for
internal audit services, income tax return preparation, and employee benefit
plan services. The audit committee concluded that the provision of these
services is compatible with maintaining the principal accountant's independence.
Other Committees
Our compensation committee is responsible for establishing the compensation
plans for the company. Its duties include the development with management of all
benefit plans for employees of the company, the formulation of bonus plans,
incentive compensation packages, and medical and other benefit plans. This
committee met two times during the year ended December 31, 2002. The
compensation committee is composed of Messrs. Brett, Collins, Greer, and
Wingate.
The company formed a nominating committee in January 2001. This committee
is composed of Messrs. Bailey, Collins, Gault, and Johnson. The nominating
committee will consider nominees recommended by shareholders if the shareholders
comply with the requirements to submit shareholder proposals for the 2004 Annual
Meeting.
Certain Relationships and Related Transactions
Interests of Management and Others in Certain Transactions
We enter into banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates. It is the our
policy that these transactions be on substantially the same terms (including
price, or interest rates and collateral) as those prevailing at the time for
comparable transactions with unrelated parties. We do not expect these
transactions to involve more than the normal risk of collectibility nor present
other unfavorable features to us or the bank. Loans to individual directors and
officers must also comply with our bank's lending policies and statutory lending
limits, and directors with a personal interest in any loan application are
excluded from the consideration of the loan application. We intend for all of
our transactions with our affiliates to be on terms no less favorable to us than
could be obtained from an unaffiliated third party and to be approved by a
majority of disinterested directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
As required by Section 16(a) of the Securities Exchange Act of 1934, our
directors and executive officers and certain other individuals are required to
report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that they were filed in a timely fashion
during 2002 with the exception of one purchase on May 24, 2002 by Director
Collins which was not reported on a Form 4 - Statement of Changes in Beneficial
Ownership until July 8, 2002.
Independent Auditors
We have selected the firm of Elliott Davis, LLP to serve as our independent
auditors for the year ending December 31, 2003. We expect that a representative
from this firm will be present and available to answer questions at the annual
meeting and will have the opportunity to make a statement if he or she desires
to do so.
Shareholder Proposals for the 2004 Annual Meeting of Shareholders
If shareholders wish a proposal to be included in our proxy statement and
form of proxy relating to the 2004 annual meeting, they must deliver a written
copy of their proposal to our principal executive offices no later than November
26, 2003. To ensure prompt receipt by the company, the proposal should be sent
certified mail, return receipt requested. Proposals must comply with our bylaws
relating to shareholder proposals in order to be included in our proxy
materials.
8
Exhibit A
New Commerce BanCorp
Audit and Compliance Committee Charter
The Board of Directors of the Company has delegated to the Audit Committee
the Board's responsibility for monitoring of the audit function of the Company
which includes the selection of independent auditors, determination of the
independence of the independent auditors, internal auditing and internal
accounting controls.
Members of the committee shall discharge their committee duties in
accordance with standards prescribed for directors by the South Carolina
Business Corporation Act of 1988, as amended, and using their business judgment.
Membership of the Committee
The Committee is made up of three or more members of the Board of Directors
who meet applicable independence standards and have the ability to read and
understand fundamental financial statements.
Members of the Committee are encouraged to make use of training
opportunities and consultants to enhance their ability to perform their
committee responsibilities.
Scope of Responsibilities
1. Recommend to the Board of Directors the selection of the Company's
independent accountants, who shall be accountable to the Board of
Directors and the Audit Committee, and, when appropriate, their
dismissal.
2. Review with the independent accountants their independence under
applicable standards of independence and report the results of the
review to the Board of Directors.
3. Review and approve the audit plan of the independent accountants.
4. Review and approve the audit plan of the internal auditors of the
Company.
5. Meet with the independent accountants to review: (a) any problems
encountered in the audit including any restrictions imposed by
management; and (b) the adequacy and effectiveness of administrative,
operating and accounting policies of the Company.
6. Meet with the internal auditors to review: (a) any problems encountered
in internal audits including any restrictions imposed by management;
and (b) the adequacy and effectiveness of administrative, operating and
accounting policies of the Company.
7. Review and approve all significant proposed accounting changes.
8. Review annual financial statements and report to the Board of Directors
the committee's recommendation as to whether to include the audited
financial statements in the Company's Annual Report on Form 10-K.
9. Investigate any matter, which the committee deems to be in the interest
of the Company and report its findings to the Board of Directors.
10. Review and approve any Audit Committee Report to be included in the
Company's proxy statement.
Committee Activities
1. The committee shall meet upon the call of its chairman and at such
other times, as it shall determine.
A-1
2. Meetings of the committee shall be open only to members of the
committee and those invited to be present by the committee.
3. The committee is authorized to employ and consult with accountants,
attorneys and other professionals to assist it.
4. The committee may meet together with the audit committees of the
Company's subsidiaries but no person who is not a member of the
Company's audit committee shall be entitled to vote on any matter
considered by the committee.
5. The committee shall have unlimited access to all employees, books and
records of the Company.
6. The committee shall report its activities and recommendations to the
Board of Directors at any regular or special meeting of the Board of
Directors.
Amendment or Repeal of Charter
The Board of Directors may amend or repeal this Charter and the duties of
the Audit Committee at any time.
A-2
PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
NEW COMMERCE BANCORP
to be held on April 30, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Frank W. Wingate and Dennis
O. Raines, and each of them, his or her true and lawful agents and proxies with
full power of substitution in each, to represent and vote, as indicated below,
all of the shares of common stock of New Commerce BanCorp that the undersigned
would be entitled to vote at the Annual Meeting of Shareholders of the company
to be held at the New Commerce Bank Board Room, 501 New Commerce Court,
Greenville, South Carolina, at 4:00 p.m. local time, and at any adjournment,
upon the matters described in the accompanying Notice of Annual Meeting of
Shareholders and Proxy Statement. These proxies are directed to vote on the
matters described in the Notice of Annual Meeting of Shareholders and Proxy
Statement as follows:
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted: "for" the election of the two identified Class I directors to serve on
the board of directors for three-year terms.
1. PROPOSAL to elect the two identified Class I directors to serve for
three-year terms.
Marshall J. Collins, Jr.
Tommy D. Greer
|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed (except as marked to to vote for all
the contrary) nominees
(INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write that nominees name(s) in the
space provided below).
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Dated: , 2003
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Signature of Shareholder(s) Signature of Shareholder(s)
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Please print name clearly Please print name clearly
Please sign exactly as name or names appear on your stock certificate. Where
more than one owner is shown on your stock certificate, each owner should sign.
Persons signing in a fiduciary or representative capacity shall give full title.
If a corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.