SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CENTRAL VIRGINIA BANKSHARES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided in Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CENTRAL VIRGINIA BANKSHARES, INC.
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Central Virginia Bankshares, Inc. ("CVB"), which will be held on Tuesday,
April 24, 2001, at 10:00 a.m., at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, for the following
purposes:
(1) to elect three directors for a term of three years,
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ended December 31, 2001, and
(3) to transact such other business as may properly come before
the meeting.
Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the attached proxy card in the enclosed postage-paid return envelope.
If you later decide to attend the Meeting and vote in person, or if you wish to
revoke your proxy for any reason prior to the vote at the Meeting, you may do so
and your proxy will have no further effect.
The Board of Directors and management of CVB appreciate your continued
support and look forward to seeing you at the Annual Meeting.
Sincerely yours,
RALPH LARRY LYONS
President and
Chief Executive Officer
Powhatan, Virginia
March 23, 2001
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P.O. Box 39
Powhatan, Virginia 23139-0039
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 24, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Central Virginia Bankshares, Inc. ("CVB") will be held at the Powhatan Village
Building (old Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on April 24, 2001, at 10:00 a.m. for the following purposes:
(1) to elect three directors for a term of three years and until
their respective successors are elected and qualified,
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ended December 31, 2001, and
(3) to transact such other business as may properly come before
the meeting. Management is not aware of any other business,
other than procedural matters incident to the conduct of the
Annual Meeting.
The Board of Directors has fixed the close of business on March 2, 2001
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Garland L. Blanton, Jr.
Secretary
Powhatan, Virginia
March 23, 2001
________________________________________________________________________________
YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
________________________________________________________________________________
CENTRAL VIRGINIA BANKSHARES, INC.
___________
PROXY STATEMENT
___________
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2001
GENERAL INFORMATION
This Proxy Statement is furnished to holders of common stock, $1.25 par
value per share ("Common Stock"), of Central Virginia Bankshares, Inc. ("CVB")
in connection with the solicitation of proxies by the Board of Directors (the
"Board") of CVB to be used at the Annual Meeting of Shareholders to be held on
April 24, 2001, at 10:00 a.m. at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, and any adjournment
or postponement thereof (the "Annual Meeting").
The approximate date on which this Proxy Statement, the accompanying
proxy card and Annual Report to Shareholders (which is not part of CVB's
soliciting materials) are being mailed to CVB's shareholders is March 23, 2001.
In addition to solicitation by mail, officers and regular employees of CVB may
solicit proxies in person or by telephone. The cost of soliciting proxies will
be borne by CVB.
The proxy solicited hereby, if properly signed and returned to CVB and
not revoked prior to its use, will be voted in accordance with the instructions
contained thereon. If no contrary instructions are given, each proxy received
will be voted "for" the slate of director nominees and "for" the appointment of
the auditors set forth on the proxy and described herein. Any shareholder giving
a proxy has the power to revoke it at any time before it is exercised by (i)
filing written notice thereof with the Secretary of CVB (Garland L. Blanton,
Jr., Secretary, Central Virginia Bankshares, Inc., 2036 New Dorset Road, P.O.
Box 39, Powhatan, Virginia 23139-0039); (ii) submitting a duly executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting or at any
adjournment or postponement thereof and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment or postponement thereof and will not
be used for any other meeting.
Only shareholders of record at the close of business on March 2, 2001
(the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 1,935,799 shares of Common Stock issued and outstanding
and approximately 861 record holders. Each share of Common Stock is entitled to
one vote at the Annual Meeting. There are no rights of appraisal or similar
rights of dissenters under
Virginia law or otherwise with regard to the proposals to be addressed at the
Annual Meeting. CVB had no other class of equity securities outstanding at the
Record Date.
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Election of Directors; The Nominees
The Articles of Incorporation and Bylaws of CVB provide that the Board
shall fix the number of directors of CVB and that such directors shall be
divided into three classes as nearly equal in number as possible. Currently, the
number of directors is fixed at eight. The members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. The following table
sets forth the names of the current directors, the class to which they belong
and the years in which their terms of office will expire:
Class C Class B Class A
2001(1) 2002 2003
---- ---- ----
Charles W. Binford Ralph Larry Lyons Elwood C. May
John B. Larus Garland L. Blanton, Jr. Charles B. Goodman
James T. Napier Fleming V. Austin
______________
(1) These three directors are the nominees for election at the Annual Meeting
for a three-year term expiring in 2004 and until their successors are
elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS.
The Board of Directors
Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the three nominees
listed above. Proxies distributed in conjunction herewith may not be voted for
persons other than the nominees named thereon. If any person named as nominee
should be unable or unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a replacement nominee or
nominees recommended by the Board. At this time, the Board knows no reason why
any of the nominees listed above would not be able to serve as a director if
elected. The proxy also confers discretionary authority upon the persons named
therein, or their substitutes, with respect to any other matter that may
properly come before the meeting.
In the election of directors, those nominees receiving the greatest
number of votes will be elected even if they do not receive a majority.
Abstentions and broker non-votes will not be considered a vote for, or a vote
against, a nominee.
2
There is set forth hereafter as to each of the nominees, and the
remaining directors who will continue to serve, certain information including
age, principal occupation and, as of February 28, 2001, information respecting
beneficial ownership of Common Stock. The date shown for first election as a
director in the information below represents the year in which the nominee or
continuing director was first elected to the Board of CVB or previously to the
Board of Central Virginia Bank (the "Bank"). Unless otherwise indicated, the
business experience and principal occupations shown for each nominee or
continuing director has extended five or more years.
Ralph Larry Lyons, 52, has been a director since 1983.
Mr. Lyons is President and Chief Executive Officer of CVB and the Bank.
Garland L. Blanton, Jr., 70, has been a director since 1985.
Mr. Blanton is the retired President/Manager of Blanton & Pleasants
Hardware, Inc., a hardware retailer located in Cartersville, Virginia.
He also serves as Secretary of CVB.
Fleming V. Austin, 70, has been a director since 1993.
Mr. Austin is a retired executive vice president of CVB and the Bank.
Elwood C. May, 60, has been a director since 1973.
Mr. May is the owner/operator of Flatrock Hardware, Inc., a hardware
retailer located in Powhatan, Virginia.
Charles B. Goodman, 74, has been a director since 1978.
Mr. Goodman is President of Goodman Truck & Tractor Co., Inc., a truck,
tractor and equipment dealer located in Amelia County, Virginia.
Charles W. Binford, 81, has been a director since 1973.
Mr. Binford is a retired partner of A.G. Smith & Co., a general
merchandise store located in Maidens, Virginia, and the retired
postmaster of Maidens, Virginia.
John B. Larus, 72, has been a director since 1973.
Mr. Larus serves as Chairman of the Boards of Directors of CVB and the
Bank. He is a managing partner of Stony Point Estates.
James T. Napier, 48, has been a director since 1997.
Mr. Napier is President of Napier Old Colony Realtors, Inc. which has
its main office in Chesterfield County and has branch offices serving
Powhatan, Hanover and Henrico Counties and the City of Richmond. Mr.
Napier has been President of the firm since 1991 and has been involved
in the real estate business since 1976.
Other than Mr. Blanton and Mr. Goodman, who are brothers-in-law, there
are no family relationships among the officers and directors of CVB.
3
Security Ownership of Management
The following table sets forth information as of February 28, 2001,
regarding the beneficial ownership of Common Stock by all directors and
nominees, by its President and Chief Executive Officer and by all directors and
executive officers as a group. For the purposes of this table, beneficial
ownership has been determined in accordance with the provisions of Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
under which, in general, a person is deemed to be a beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the security or if
he has the right to acquire beneficial ownership of the security within 60 days.
Common Stock
Name Beneficially Owned(1) Percent of Class
---- ------------------ ----------------
Directors
- ---------
Fleming V. Austin (2) 11,750 .60%
Charles W. Binford (3) 29,131 1.50%
Garland L. Blanton, Jr. (4) 12,468 .64%
Charles B. Goodman (5) 19,018 .98%
John B. Larus (6) 40,647 2.09%
Ralph Larry Lyons (7) 36,645 1.88%
Elwood C. May (8) 15,206 .78%
James T. Napier 6,742 .35%
All present executive officers and
directors as a group (13 persons) 194,756 9.69%
________________
(1) Amounts disclosed include shares of Common Stock issuable upon the exercise
of stock options exercisable within 60 days of February 28, 2001.
(2) Includes 2,250 shares owned by Mr. Austin and his wife as joint tenants and
1,502 shares owned by his wife.
(3) Includes 2,257 shares owned by Mr. Binford and his wife as joint tenants
and 1,215 shares owned by his wife.
(4) Includes 3,700 shares owned by Mr. Blanton and his wife as joint tenants
and 818 shares owned by his wife.
(5) Includes 3,378 shares owned by Mr. Goodman and his wife as joint tenants
and 5,844 shares owned by his wife.
(6) Includes 12,000 shares owned by Mr. Larus' wife.
(7) Includes 4,343 shares owned by Mr. Lyons and his wife as joint tenants,
1,841 shares owned by Mr. Lyons' minor son, and 3,850 shares owned by his
wife.
(8) Includes 4,632 shares owned by Mr. May and his wife as joint tenants.
Security Ownership of Certain Beneficial Owners
Management does not believe that any shareholder beneficially owns more
than 5% of the outstanding shares of Common Stock as of February 28, 2001.
4
The Board of Directors and Its Committees
Meetings of the Board of Directors are held regularly each month and
there is also an organizational meeting following the Annual Meeting of
Shareholders. The Board held 13 meetings in the year ended December 31, 2000.
For such year, none of CVB's eight directors attended fewer than 75% of the
aggregate number of Board meetings and meetings of committees of which the
respective directors are members.
The Board of Directors has an Audit Committee and a Compensation
Committee.
The Audit Committee consists of Messrs. Blanton, Goodman and Napier.
The Audit Committee is responsible for the selection and recommendation of the
independent accounting firm for the annual audit and for the assurance of the
adherence to a system of internal controls. It reviews and accepts the reports
of CVB's independent auditors and federal examiners. The Audit Committee met
four times during the year ended December 31, 2000.
The Compensation Committee consists of Messrs. Austin, Binford and
Larus. The Compensation Committee is responsible for reviewing and approving
salary grade levels for the Bank as well as recommended salary increases. The
Compensation Committee met once during the year ended December 31, 2000.
The full Board of Directors acts as a nominating committee.
Under CVB's Bylaws, notice of a proposed nomination complying with
certain specified requirements must be received by CVB not less than 60 nor more
than 90 days prior to any meeting of shareholders called for the election of
directors, provided in each case that if fewer than 70 days' notice of the
meeting is given to shareholders, such written notice shall be received not
later than the close of the tenth day following the day on which notice of the
meeting was mailed to shareholders.
The Bylaws of CVB require that the shareholder's notice set forth as to
each nominee (i) the name, age, business address and residence address of such
nominee, (ii) the principal occupation or employment of such nominee, (iii) the
class and number of shares of CVB that are beneficially owned by such nominee
and (iv) any other information relating to such nominee that is required under
federal securities laws to be disclosed in solicitations of proxies for the
election of directors or is otherwise required (including, without limitation,
such nominee's written consent to being named in a proxy statement as nominee
and to serving as a director if elected). The Bylaws of CVB further require that
the shareholder's notice set forth as to the shareholder giving the notice (i)
the name and address of such shareholder and (ii) the class and amount of such
shareholder's beneficial ownership of CVB Common Stock. If the information
supplied by the shareholder is deficient in any material aspect or if the
foregoing procedure is not followed, the chairman of the annual meeting may
determine that such shareholder's nomination should not be brought before the
annual meeting and that such nominee shall not be eligible for election as a
director of CVB.
Executive Officers Who Are Not Directors
Charles F. Catlett, III (age 52) is Senior Vice President and Chief
Financial Officer. Prior to joining CVB in December 1999, he was President of
Franklin Financial Associates, L.L.C. for two years. Prior to establishing
Franklin Financial Associates, he was Senior Vice President and Group Manager of
5
Wachovia Bank, the successor by merger in 1997 to Central Fidelity National
Bank, where he served in several senior management capacities in Bank
Investments, Management Accounting, Corporate Accounting and Internal Audit. Mr.
Catlett has over 27 years of banking experience.
Joseph B. Keesee (age 61) is Senior Vice President and Senior Loan
Officer. Prior to joining CVB in 1995, he was Executive Vice President and
Senior Lender with Premier Bank, Wytheville, Virginia, for five years. Prior to
joining Premier Bank, he was Executive Vice President and Chief Executive
Officer of Rappahannock National Bank, Washington, Virginia, for two years and a
Senior Vice President with Central Fidelity Bank in Culpeper, Virginia, for 19
years. Mr. Keesee has 30 years of banking experience.
Jodie S. Cocke (age 40) is a Vice President and Construction Lending
Officer. Prior to joining CVB in August 1998, she served as an Assistant Vice
President and Construction Loan Officer at Jefferson National Bank for four
years and at Pioneer Federal Savings Bank for nine years.
F. William Kidd (age 54) is a Vice President and the Cashier of the
Bank. Mr. Kidd has been with CVB for 17 years and is presently responsible for
the information technology and operations areas of the Bank. Mr. Kidd also
serves as the security officer for CVB.
Judy M. Reynolds (age 39) is a Vice President of CVB. She serves as
branch coordinator for the six branches of the Bank and also as a lender. Ms.
Reynolds has been employed by CVB for 21 years.
REMUNERATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended December 31,
2000, 1999 and 1998, the cash compensation paid by CVB, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer of
CVB in all capacities in which he served:
Summary Compensation Table
Annual Compensation
-------------------------------------
All Other
Name and Compensation
Principal Position Year Salary ($) Bonus ($) ($)(1)
------------------ ---- ---------- --------- ------
Ralph Larry Lyons 2000 148,850 1,431 23,090
President, Chief 1999 141,102 1,331 24,610
Executive Officer and 1998 130,650 2,512 22,165
Director
_______________
(1) "All Other Compensation" includes: (a) $9,750, $10,500 and $9,100 in
directors fees paid to Mr. Lyons for the fiscal years ended December 31, 2000,
1999 and 1998, (b) $10,420, $14,110 and $13,065 representing total contributions
to CVB's Profit Sharing/Retirement Plan for the fiscal years ended December 31,
2000, 1999 and 1998 on behalf of Mr. Lyons, and (c) $2,920 representing total
contributions to CVB's 401(k) Plan for the fiscal
6
year ended December 31, 2000 on behalf of Mr. Lyons to match 2000 pre-tax
elective deferral contributions (which are included under the "Salary" column)
made by Mr. Lyons to such plan. No contributions were made to CVB's 401(k) Plan
on Mr. Lyons' behalf for the fiscal years ended December 31, 1999 or 1998.
Stock Options
The following table sets forth for the year ended December 31, 2000,
the grants of stock options to the named executive officers:
Option Grants In Last Fiscal Year
Number of Percent of Total
Securities Options Granted
Underlying Options to Employees Exercise or Base
Name Granted (#) (1) in Fiscal Year (%) (2) Price ($/Share) Expiration Date
---- --------------- ---------------------- --------------- ---------------
Ralph Larry Lyons -- 0% -- --
_________________
(1) Stock options were awarded at or above the fair market value of the shares
of Common Stock at the date of award.
(2) Options to purchase 8,000 shares of Common Stock were granted to employees
during the year ended December 31, 2000.
No stock options were exercised by the named executive officers during
2000. The following table sets forth the amount and value of stock options held
by the named executive officers as of December 31, 2000.
Fiscal Year End Option Values
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Fiscal Year End (#) at Fiscal Year End ($)(1)
------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Ralph Larry Lyons 6,000 3,000 $0 $0
_________________
(1) The value of in-the-money options at fiscal year end was calculated by
determining the difference the closing price of a share of Common Stock as
reported on the Nasdaq Stock MarketSM on December 31, 2000 and the exercise
price of the options.
Directors' Fees
Directors, including directors who are officers of CVB, received fees
of $750 for each meeting of the Board attended and $100 for each committee
meeting attended during fiscal 2000.
7
Certain Transactions
Some of the directors and officers of CVB, and some of the corporations
and firms with which these individuals are associated, are also customers of the
Bank in the ordinary course of business, or are indebted to the Bank with
respect to loans. It is also anticipated that some of the persons, corporations
and firms will continue to be customers of, and indebted to, the Bank on a
similar basis in the future. All loans extended to such persons, corporations
and firms were made in the ordinary course of business, did not involve more
than normal collection risk or present other unfavorable features, and were made
on substantially the same terms, including interest rates and collateral as
those prevailing at the same time for comparable Bank transactions with
unaffiliated persons. No such loan as of December 31, 2000 was non-accruing,
past due or restructured. At December 31, 2000, the aggregate amounts of loans
outstanding to all directors and officers of the Bank and members of their
immediate families were approximately $2,321,131.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires CVB's
directors and executive officers, and any persons who own more than 10% of the
Common Stock of CVB, to file with the Securities and Exchange Commission reports
of ownership and changes in ownership of common stock. Officers and directors
are required by SEC regulation to furnish CVB with copies of all Section 16(a)
forms that they file. Based solely on review of the copies of such reports
furnished to CVB or written representation that no other reports were required,
CVB believes that, during 2000, all filing requirements applicable to its
officers and directors were complied with.
AUDIT INFORMATION
The Board of Directors has adopted a written charter for the Audit
Committee that is set forth in Exhibit A to this Proxy Statement. The three
members of the Audit Committee are independent as that term is defined in the
listing standards of the National Association of Securities Dealers.
Fees of Independent Public Accountants
Audit Fees
The aggregate amount of fees billed to CVB by Mitchell, Wiggins &
Company, LLP for professional services rendered in connection with the audit of
CVB's annual financial statements for the fiscal year ended December 31, 2000,
and for the review of CVB's interim financial statements included in CVB's
quarterly reports on Form 10-QSB for that fiscal year, was $41,350.
Financial Information System Design and Implementation Fees
There were no professional services rendered to CVB by Mitchell,
Wiggins & Company, LLP for the design and implementation of financial
information systems for the fiscal year ended December 31, 2000.
8
All Other Fees
The aggregate amount of fees billed to CVB by Mitchell, Wiggins &
Company, LLP for all other non-audit services rendered to CVB for the fiscal
year ended December 31, 2000 was $7,000.
Audit Committee Report
Management is responsible for CVB's internal controls, financial
reporting process and compliance with laws and regulations and ethical business
standards. The independent auditor is responsible for performing an independent
audit of CVB's consolidated financial statements in accordance with generally
accepted auditing standards and issuing a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes on behalf of the Board
of Directors.
In this context, the Audit Committee has reviewed and discussed the
audited financial statements with management and the independent auditors. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and
discussed with them their independence from CVB and its management. Moreover,
the Audit Committee has considered whether the independent auditor's provision
of non-audit services to CVB is compatible with maintaining the auditor's
independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in CVB's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, for filing with the Securities and Exchange Commission.
By recommending to the Board of Directors that the audited financial statements
be so included, the Audit Committee is not opining on the accuracy, completeness
or presentation of the information contained in the audited financial
statements.
Submitted by the Audit Committee of the Board of Directors
Garland L. Blanton, Jr.
Charles B. Goodman
James T. Napier
Independent Auditor Appointed
The Board has appointed Mitchell, Wiggins & Company, LLP, independent
certified public accountants, to perform the audit of CVB's financial statements
for the year ending December 31, 2000. Representatives from Mitchell, Wiggins &
Company, LLP, will be present at the Annual Meeting, will be given the
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions from shareholders.
9
PROPOSALS FOR 2002 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2002 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of CVB, whose address is P.O. Box 39, Powhatan, Virginia
23139-0039, no later than November 23, 2001, in order for the proposal to be
considered for inclusion in CVB's Proxy Statement. CVB anticipates holding the
2001 Annual Meeting on April 23, 2002.
CVB's Bylaws also prescribe the procedure a shareholder must follow to
nominate Directors or to bring other business before shareholders' meetings. For
a shareholder to nominate a candidate for Director or to bring other business
before a meeting, notice must be received by the Secretary of CVB not less than
60 days and not more than 90 days prior to the date of the meeting. Based upon
an anticipated date of April 23, 2002 for the 2002 Annual Meeting of
Shareholders, CVB must receive such notice no later than February 22, 2002 and
no earlier than January 23, 2002. Notice of a nomination for Director must
describe various matters regarding the nominee and the shareholder giving the
notice. Notice of other business to be brought before the meeting must include a
description of the proposed business, the reasons therefor and other specified
matters. Any shareholder may obtain a copy of CVB's Bylaws, without charge, upon
written request to the Secretary of CVB.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of CVB's Annual Report to Shareholders for the year ended
December 31, 2000 accompanies this Proxy Statement. Additional copies may be
obtained by written request to the Secretary of CVB at the address indicated
below. Such Annual Report is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE
OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS, CVB WILL FURNISH TO SUCH PERSON, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE EXCHANGE ACT. ANY SUCH REQUEST
SHOULD BE MADE IN WRITING TO GARLAND L. BLANTON, JR., SECRETARY, CENTRAL
VIRGINIA BANKSHARES, INC., 2036 NEW DORSET ROAD, P.O. BOX 39, POWHATAN, VIRGINIA
23139-0039. THE FORM 10-KSB IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
The Board of Directors of CVB is not aware of any other matters that
may come before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Annual Meeting.
10
Exhibit A
---------
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Charter
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the Corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:
o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
o Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.
o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Audit
Committee. An "independent director" is a director who is not, nor has been
within the last three years, an employee of the Corporation or an individual who
has a business relationship (in addition to the director's relationship to the
Corporation as an outside director) with the Corporation, unless any such
business relationship does not interfere with the director's exercise of
independent judgment, in the business judgment of the Board of Directors. In
addition, a director is not independent if such director is employed as an
executive of another corporation where any of the Corporation's executives
serves on that corporation's compensation committee. Nevertheless, one former
employee or immediate family member of a former employee who is not considered
independent due solely to the three-year restriction period may be appointed to
the Audit Committee if the Company's Board determines in its business judgment
that membership on the Audit Committee is required by the best interests of the
Company and its shareholders, and the Company discloses, in the next annual
proxy statement subsequent to such determination, the nature of the relationship
and the reasons for the determination.
All members of the Audit Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
Audit Committee shall have accounting or related financial management expertise.
Audit Committee members may enhance their familiarity with finance
A-1
and accounting by participating in educational programs conducted by the
Corporation or an outside consultant.
The members of the Audit Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board of Directors or
until their successors shall be duly elected and qualified. Unless a Chairman is
elected by the Whole Board, the members of the Audit Committee may designate a
Chairman by majority vote of the full Audit Committee membership.
III. MEETINGS
The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Audit Committee should meet at least annually with
management, the director of the internal auditing department and the independent
accountants in separate executive sessions to discuss any matters that the Audit
Committee or each of these groups believe should be discussed privately. In
addition, the Audit Committee or at least its Chairman should meet with the
independent accountants and management quarterly to review the Corporation's
financials consistent with IV.4. (below).
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
- ------------------------
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered
by the independent accountants.
3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.
4. Review with financial management and the independent accountants the
10-Q prior to its filing or prior to the release of earnings. The
Chairman of the Audit Committee may represent the entire Audit Committee
for purposes of this review.
Independent Accountants
- -----------------------
5. In recognition of the fact that the independent accountants are
ultimately accountable to the Board of Directors and to the Audit
Committee, recommend to the Board of Directors the selection of the
independent accountants, considering independence and effectiveness, and
approve the fees and other compensation to be paid to the independent
accountants. On an annual basis, the Audit Committee should ensure that
the independent accountants submit a formal written statement
delineating all relationships between the independent accountants and
the Corporation and review and discuss with the accountants all
significant relationships the accountants have with the Corporation to
determine the accountants' independence.
A-2
6. In consultation with the Board of Directors, review the performance of
the independent accountants and approve any proposed selection or
discharge of the independent accountants when circumstances warrant.
7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
Financial Reporting Processes
- -----------------------------
8. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial reporting
processes, both internal and external.
9. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.
10. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management or the internal auditing department.
Process Improvement
- -------------------
11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
12. Following completion of the annual audit, review separately with each of
management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information.
13. Review any significant disagreement among management and the independent
accountants or the internal auditing department in connection with the
preparation of the financial statements.
14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee,
have been implemented. (This review should be conducted at an
appropriate of time subsequent to implementation of changes or
improvements, as decided by the Audit Committee.)
Ethical and Legal Compliance
- ----------------------------
15. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.
16. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations, and the public satisfy legal requirements.
A-3
17. Review activities, organizational structure, and qualifications of the
internal audit department.
18. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
19. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.
20. Perform any other activities consistent with this Charter, the
Corporation's Bylaws and governing law, as the Audit Committee or the
Board of Directors deems necessary or appropriate.
A-4
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CENTRAL VIRGINIA BANKSHARES, INC.
For With- For All
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS hold Except
1. Election of Directors: [ ] [ ] [ ]
Proxy Solicited by the Board of Directors
Charles W. Binford John B. Larus James T. Napier
The undersigned hereby constitutes Charles B. Goodman and INSTRUCTION: To withhold authority to vote for any individual
Elwood C. May or either one of them, attorneys and proxies, nominee, mark "For All Except" and write that nominee's name
with power of substitution in each, to act for the in the space provided below.
undersigned with respect to all shares of Common Stock of
Central Virginia Bankshares, Inc. ("CVB") held of record by
the undersigned on March 2, 2001, at the Annual Meeting of
Shareholders to be held at the Powhatan Village Building (old
Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on Tuesday, April 24, 2001, at 10:00 a.m., or any
adjournment thereof, for the following purposes: For Against Abstain
2. To approve the appointment of [ ] [ ] [ ]
Mitchell, Wiggins & Company, LLP,
as auditors for the year ended
December 31, 2001.
3. To vote on such other business as may properly come before
the meeting.
Please check this box if you plan to attend the
Annual Meeting of Shareholders. --> [ ]
-----------------------------
Please be sure to sign and date Date THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
this Proxy in the box below. DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1 AND
FOR ITEM 2.
- -------------------------------------------------------------
Please sign your name exactly as it appears on the stock
certificate. All of several joint owners should sign. Fiduciaries
should give full title.
- -------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
^ Detach above card, sign, date and mail in postage paid envelope provided. ^
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P. O. Box 39
Powhatan, Virginia 23139-0039
- --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------