UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[X] Definitive Proxy Statement
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[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SOUTHEASTERN BANKING CORPORATION
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(Name of Registrant as Specified In Its Charter)
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SOUTHEASTERN BANKING CORPORATION
1010 NORTHWAY STREET
DARIEN, GEORGIA 31305
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Southeastern Banking Corporation:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Southeastern Banking Corporation (the "Company") will be held at
Southeastern Bank, 1010 Northway Street, Darien, Georgia 31305, on Tuesday, May
8, 2001 at 3:00 p.m. The Meeting is being held for the purpose of considering
and acting upon the election of directors of the Company, each for a term of one
year, and for other purposes, as described below:
1) To elect nine directors to serve until the next Annual Meeting of
Shareholders in 2002;
2) To set the Board of Directors (the "Board") at a twelve member maximum
with three to remain vacant until the elected Board deems it in the
Company's best interest to fill same;
3) To approve the appointment of independent auditors by the Audit
Committee; and
4) To transact such other business as may properly come before the Meeting
or any adjournment or postponement thereof.
The Board 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 the Meeting may be
adjourned or postponed. Only shareholders of record at the close of business on
March 26, 2001 will be entitled to notice of and to vote at the Meeting or any
adjournment or postponement thereof.
It is important that your shares be represented and voted at the Meeting.
You can vote your shares by completing and returning the enclosed proxy card.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT. PLEASE ACT
TODAY.
Your attention is directed to the Proxy Statement accompanying this
Notice of Meeting for more complete information on the matters to be acted upon
at the Meeting.
By Order of the Board of Directors,
WANDA D. PITTS, Secretary
April 11, 2001
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| IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, |
| SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY IN THE POSTAGE PAID ENVELOPE |
| PROVIDED. THE GIVING OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE AT THE |
| MEETING IF THE PROXY IS REVOKED AS SET FORTH IN THE ACCOMPANYING PROXY |
| STATEMENT. |
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SOUTHEASTERN BANKING CORPORATION
1010 NORTHWAY STREET
DARIEN, GA 31305
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 8, 2001
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Southeastern Banking Corporation
(the "Company") for use at the Annual Meeting of Shareholders of the Company
(the "Meeting") to be held at Southeastern Bank, 1010 Northway Street, Darien,
Georgia, on Tuesday, May 8, 2001 at 3:00 p.m. or any adjournment or postponement
thereof. This Proxy Statement and enclosed form of proxy are first being mailed
to shareholders on or about April 11, 2001.
All shares of the Company's Common Stock, par value $1.25 per share (the
"Common Stock"), represented at the Meeting by properly authorized proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the shareholder's instructions. If no instructions
are indicated, properly executed proxies will be voted FOR the proposals set
forth in this Proxy Statement. A majority of the shares of Common Stock
entitled to vote at the Meeting, represented in person or by proxy, will
constitute a quorum.
The Company does not know of any matters, other than described in the
Notice of Meeting, that are to come before the Meeting. If any other matters
are properly presented at the Meeting for action, the persons named in the
enclosed form of proxy and acting thereunder will vote on such matters as the
Board of Directors recommends.
A shareholder may revoke his or her proxy and change his or her vote at
any time prior to the voting thereof on any matter (without, however, affecting
any vote taken prior to such revocation) by: (i) signing and returning another
proxy with a later date; (ii) giving written notice of revocation of the
shareholder's proxy to the Secretary of the Company prior to the Meeting at the
address below; or (iii) voting in person at the Meeting. Any written notice
revoking a proxy should be delivered to Wanda D. Pitts, Secretary, Southeastern
Banking Corporation, at P.O. Box 455, Darien, Georgia 31305 if by mail and at
1010 Northway Street, Darien, Georgia 31305 if by courier. The presence of a
shareholder at the Meeting will not automatically revoke such shareholder's
proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record at the close of business on March 26, 2001 will be
entitled to one vote for each share then held. As of March 26, 2001, the
Company had 3,427,396 shares of Common Stock issued and outstanding. The Common
Stock constitutes the only voting securities issued by the Company.
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of March 26, 2001 by: (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding shares
of Common Stock, (ii) each director, nominee, and executive officer (as defined
below under "Executive Compensation and Other Information"), and (iii) all
directors, nominees, and executive officers as a group. The Company believes
that the individuals listed each have sole voting and investment power with
respect to such shares, except as otherwise indicated in the footnotes to the
table.
1
Unless otherwise indicated below, the business address of each beneficial
owner of more than 5% of Common Stock is: c/o Southeastern Banking Corporation,
P.O. Box 455, 1010 Northway Street, Darien, Georgia 31305.
SHARES BENEFICIALLY OWNED
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Amount of
Beneficial PERCENT OF
NAME OF BENEFICIAL OWNER Ownership (1) CLASS
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Leslie H. Blair...................................................... 8,340 *
David H. Bluestein................................................... 14,655 *
Gene F. Brannen...................................................... 24,849 *
W. Daniel Burkhalter................................................. 16,602 *
William Downey (2)................................................... 182,914 5.34%
Alyson Gray.......................................................... 815,878 23.80
Cornelius P. Holland, III............................................ 1,332 *
Alva J. Hopkins, III................................................. 34,398 1.00
G. Norris Johnson.................................................... 8,500 *
S. Michael Little.................................................... 101,234 2.95
All directors, nominees, and executive officers as a group (10 1,208,702 35.27
persons)
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* Beneficially owned less than 1% of the outstanding shares.
(1) The number of shares as to which each nominee has shared voting and
investment power is as follows: Leslie H. Blair - 3,000 shares; Gene F.
Brannen - 19,296; W. Daniel Burkhalter - 300; William Downey - 29,700;
Alyson Gray - 2,613; Cornelius P. Holland, III - 332; Alva J. Hopkins, III -
1,980; and S. Michael Little - 12,112.
(2) Mr. Downey's business address is: Golden Isles Realty Company, Inc., P.O.
Box 21097, St. Simons Island, Georgia 31522.
ELECTION OF DIRECTORS
(Items 1 and 2)
A Board of Directors (the "Board") consisting initially of nine directors
will be elected at the Meeting for a one-year term or until their successors are
elected and qualified. The Board has unanimously approved the nominees named
below, all of whom are members of the current Board.
Unless otherwise instructed, it is the intention of the persons named in
the accompanying form of proxy to vote for the election of the nine nominees
named. Although the Board anticipates that all nominees will be available to
serve as directors of the Company, should any one or more of them not accept the
nomination, or otherwise be unwilling or unable to serve, the proxies will be
voted for the election of a substitute nominee, or nominees, as the Board
recommends. Except as disclosed in this proxy statement, there are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected.
None of the nominees have been involved in legal proceedings related to
bankruptcies, criminal proceedings, or securities law violations. Except for
Mr. Holland, all nominees have been engaged in their respective principal
occupation and have been associated with their respective employers for the last
five years; Mr. Holland was previously employed by a regional bank based in
Birmingham, Alabama for 14 years. There are no family relationships among the
Director nominees.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF ALL THE NOMINEES.
The table on the next page sets forth certain information with respect to
each nominee for election to the Board.
2
INFORMATION CONCERNING NOMINEES
DIRECTOR
AGE SINCE
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Leslie H. Blair........................................................... 60 1978
Vice President, Gowen Timber Company, Inc.
David H. Bluestein........................................................ 59 1984
Retired, Bluestein's Supermarket, Inc.
Gene F. Brannen........................................................... 66 1984
Retired, Brannen Seafood Company, Inc.
William Downey............................................................ 67 1976
President, Golden Isles Realty Company, Inc.
Treasurer of the Company
Alyson Gray............................................................... 33 1999
Vice President and Assistant Secretary of the Company
Controller, Southeastern Bank
Cornelius P. Holland, III................................................. 45 1997
President of the Company
Chairman and Chief Executive Officer, Southeastern Bank
Alva J. Hopkins, III...................................................... 48 1978
Attorney-at-Law
President, Toledo Manufacturing Company, Inc.
G. Norris Johnson......................................................... 65 1979
President, Johnson Brothers Hardware, Inc.
S. Michael Little......................................................... 52 1973
Executive Vice President of the Company
President and Chief Operating Officer, Southeastern Bank
President, SBC Financial Services, Inc.
Approval is sought to increase the number of directors to twelve by
allowing the nine elected directors to approve three additional directors to be
elected at any time the elected Board deems it to be in the Company's best
interest to fill same. THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
MEETINGS AND COMMITTEES OF THE BOARD. The Board conducts its business through
meetings of the Board and through the activities of its committees, including
subsidiary Boards and committees. The Company's Board regularly meets quarterly
and other times as needed. During the year ended December 31, 2000, the Board
of Directors held 5 regular meetings. Except for Mr. Hopkins, all the Company's
directors attended at least 75% of the Board and committee meetings, including
subsidiary Board of Directors and committee meetings, on which they served. Mr.
Hopkins attended only 60% of Company Board meetings but attended at least 75% of
all other meetings of committees and subsidiary Boards on which he served.
The Executive Committee of the Board of Directors consists of Messrs.
Brannen, Downey, Holland, Hopkins, Little, and Ms. Gray. This committee
evaluates potential acquisitions and handles other Company matters on an as-
needed basis. The Executive Committee held no meetings during 2000.
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Messrs. Blair, Bluestein, Brannen, Little, and Ms. Gray serve on the
Profit-Sharing Committee of the Company. The Profit-Sharing Committee evaluates
profit-sharing plan performance, reviews contribution levels, and approves
distributions to plan participants. This committee held 1 meeting during 2000.
The Board of Directors of Southeastern Bank, the Company's bank
subsidiary, typically meets monthly, and its Executive Committee, twice a month.
All members of the Company's Board also serve on the Southeastern Bank Board of
Directors. The Southeastern Bank Board held 12 meetings during 2000. Messrs.
Blair, Bluestein, Brannen, Holland, and Little also serve on the Southeastern
Bank Executive Committee. This committee primarily reviews and approves loans
but is also empowered to act on other bank matters in the absence of the bank
Board. The Southeastern Bank Executive Committee held 25 meetings in 2000.
Messrs. Hopkins and Johnson, and since September 2000, Mr. Brannen, serve
on the joint Audit Committee of the Company and Southeastern Bank. The primary
functions of this committee are to appoint the independent auditors for the
Company and its subsidiaries; review external audit scope, findings, and
recommendations; approve the annual financial statements, preparation of which
is the responsibility of management; evaluate internal accounting policies and
procedures; and review and approve the annual plan for the internal audit
department, as well as summary reports of such department's findings and
recommendations. The Audit Committee's responsibilities are set forth in its
Charter, a copy of which is attached to this Proxy Statement as Exhibit A. The
"Audit Committee Report" on the Company's financial statements for the year
ended December 31, 2000 is located on page 6. The current members of the Audit
Committee are independent, as defined by Rules of the National Association of
Securities Dealers, Inc. The Audit Committee held 4 meetings in 2000.
The Compensation Committee of Southeastern Bank is responsible for
approving the compensation arrangements for the Company's executive officers.
The current members of the Compensation Committee include Messrs. Downey,
Holland, and Hopkins. The Compensation Committee held 1 meeting during 2000.
The Board of Directors of SBC Financial Services, Inc., the Company's
insurance and investment affiliate, consists of Messrs. Bluestein, Holland, and
Little. This Board evaluates the financial performance, approves marketing
programs, and establishes policy for the agency. Three meetings were held by
the SBC Financial Services, Inc. Board in 2000.
The Company's full Board acts as a nominating committee for the annual
selection of nominees for election as Company directors. While the Board will
consider nominees recommended by shareholders, it has not established any
procedures for this purpose.
DIRECTOR COMPENSATION. Non-employee directors of the Company receive a fee of
$500.00 per meeting. No fees are paid to members of committees appointed by the
Company Board for their service on Company committees. Non-employee directors
of Southeastern Bank are paid a director's fee of $450.00 per month, and, if on
the Executive Committee, an additional $400.00 per month. Audit Committee
members are paid $150.00 for each meeting attended. Non-employee directors of
SBC Financial Services, Inc. are paid $100.00 per meeting attended. No fees are
paid to directors employed by the Company and its subsidiaries for their
attendance at any Board or committee meetings.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive officers are elected annually by the Board. The table on the
following page sets forth the name of each executive officer of the Company and
its subsidiaries and the principal positions and offices each holds with the
Company. Unless otherwise indicated, each of these officers has served as an
executive officer of the Company or its subsidiaries for at least five years.
4
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
Cornelius P. Holland, III President of the Company and Chairman of the Board and Chief Executive
Officer of Southeastern Bank. From April 7, 1997 - December 9, 1997, Mr.
Holland was Vice Chairman of Southeastern Bank. From 1983 - April 1997,
Mr. Holland held various positions at Compass Bank, Birmingham, Alabama,
most recently Senior Vice President/Manager, Metropolitan Commercial
Banking.
S. Michael Little Executive Vice President of the Company. Mr. Little is also President and
Chief Operating Officer of Southeastern Bank and President of SBC Financial
Services, Inc. Mr. Little also served as Chairman of Southeastern Bank of
Florida prior to its merger with Southeastern Bank in June 1998.
W. Daniel Burkhalter Senior Vice President of Southeastern Bank. In addition to his position at
Southeastern Bank, Mr. Burkhalter served as President of Southeastern Bank
of Florida prior to its merger with Southeastern Bank. Mr. Burkhalter is
47.
SUMMARY COMPENSATION TABLE
All executive compensation is paid by the Company's subsidiaries. The
following table sets forth the compensation of executive officers of the
Company's subsidiaries whose annual compensation exceeded $100,000 in 2000:
ANNUAL COMPENSATION ALL OTHER
----------------------------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) (2) (3)
- ---------------------------------- ---------- ------------------- ----------------- ---------------------
Cornelius P. Holland, III 2000 $198,824.00 $16,568.66 $ 26,780.54
President of the Company 1999 187,570.00 15,630.84 21,073.48
1998 183,000.00 15,250.00 18,822.16
S. Michael Little 2000 $161,430.00 $13,452.50 $ 24,838.50
Executive Vice President of 1999 153,750.00 12,938.59 22,221.64
the Company 1998 150,000.00 12,500.00 19,298.28
W. Daniel Burkhalter 2000 $105,482.00 $ 8,790.16 $ 18,902.01
Senior Vice President of 1999 101,422.00 8,451.84 15,699.24
Southeastern Bank 1998 98,952.00 8,246.00 13,877.08
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(1) The Company's subsidiaries maintain a qualified profit-sharing plan which
covers executive officers and other employees who have completed one
calendar year of service. A participant's interest vests 20% each year
beginning after the third year of service, with 100% vesting in seven years.
The profit-sharing contribution set aside for these executive officers
approximated $48,000.00, $44,000.00, and $40,000.00 in 2000, 1999, and 1998.
(2) The Company provides group medical and life insurance for officers and
employees. Additionally, executive officers are entitled to a $100,000
executive life insurance policy. The premium amount for these policies is
included in this total.
(3) This compensation amount does not include the value of any personal benefit
that might be derived from the use of an automobile.
5
STOCK OPTIONS, WARRANTS, OR RIGHTS
The Company has not issued and does not have outstanding any stock options,
warrants, or rights.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of Southeastern Bank establishes the base
salary, cash bonuses, and other compensation for executive officers. Messrs.
Downey, Holland, and Hopkins served as members of the Compensation Committee
during 2000. Mr. Holland is currently President of the Company and Chairman of
the Board and Chief Executive Officer of Southeastern Bank. Mr. Downey is
Treasurer of the Company but receives no salary or other remuneration besides
director's fees for serving in that capacity. During 2000, the Company's bank
subsidiary engaged in customary banking transactions and had outstanding loans
to directors, executive officers, principal shareholders, and their affiliates,
including members of immediate families, of the Company and its subsidiaries.
These loans were made in the ordinary course of business on substantially the
same terms and conditions, including interest rates and collateral, as those
prevailing at the same time for comparable transactions with other customers and
did not, in the opinion of management, involve more than normal credit risk or
present other unfavorable features. Additionally, in the ordinary course of
business, the Company buys goods and services from directors who are not
employees. Such purchases were not significant during 2000.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board has oversight responsibility for the
Company's financial reporting process and the quality of its financial
reporting. The Audit Committee operates under a written charter, adopted by the
Board, which is included in this Proxy Statement as Exhibit A. In connection
with the December 31, 2000 financial statements, the Audit Committee:
1) Reviewed and discussed the audited financial statements with
management, who represented to the Committee that the Company's
consolidated financial statements were prepared in accordance with
generally accepted accounting principles;
2) Discussed with the Company's independent auditors the matters
required by Statement on Auditing Standards No. 61 (Communications
with Audit Committees);
3) Received the written independence disclosures from the independent
auditors required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees), and discussed with the
independent auditors their independence; and
4) Discussed with the independent auditors the quality of the Company's
financial reporting.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 for filing with
the Securities and Exchange Commission.
THE AUDIT COMMITTEE:
Alva J. Hopkins, III, Chairman
Gene F. Brannen
G. Norris Johnson
6
RATIFICATION OF APPOINTMENT OF AUDITORS
(Item 3)
Subject to ratification by a majority of the shares represented at the
Meeting, the Audit Committee will be given approval to appoint the auditors of
the Company for 2001. The Audit Committee considers a number of factors in
making its appointment, including audit continuity, proposed audit scope, and
estimated fees. The Board expects that the Audit Committee will appoint BDO
Seidman, LLP as the Company's auditors for 2001. BDO Seidman, LLP has audited
the Company's financial statements for the last three years.
During 2000, BDO Seidman, LLP provided services in the following
categories and amounts:
Fees for audit of the Company's financial statements $85,500
All other fees (1) 5,370
- ---------------
(1) The Audit Committee does not consider the provision of these other services
to be incompatible with BDO Seidman, LLP's independence.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's principal
administrative office no later than December 12, 2001. Shareholder proposals
should be delivered to Southeastern Banking Corporation, Attention: Corporate
Secretary, at P.O. Box 455, Darien, Georgia 31305 if by mail and at 1010
Northway Street, Darien, Georgia 31305 if by courier. Any such proposal shall be
subject to the requirements of the proxy rules adopted under Securities and
Exchange Commission rules and regulations and, as with any shareholder proposal
(regardless of whether included in the Company's proxy materials), the Company's
Articles of Incorporation and Bylaws as well as Georgia law. Under the proxy
rules, in the event that the Company receives notice of a shareholder proposal
to take action at the next annual meeting that is not submitted for inclusion in
the Company's proxy materials, or is submitted for inclusion but is properly
excluded from such proxy materials, the persons named in the form of proxy sent
by the Company to its shareholders will vote on such proposal as the Board
recommends without any discussion of the proposal in the 2002 Proxy Statement if
notice of the proposal is not received at the principal administrative office of
the Company by February 25, 2002.
OTHER MATTERS
(Item 4)
The Board knows of no other matters which will be brought before the
Meeting. If other matters are properly introduced, the persons named in the
enclosed proxy will vote on such matters as the Board recommends.
ADDITIONAL INFORMATION
The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Company's Common Stock. In addition to
solicitation by mail, directors, officers, and other employees of the Company
may solicit proxies personally or by telegraph or telephone, without additional
compensation. The Company may also retain the services of a
7
proxy solicitation firm, whose fees and expenses would be paid by the Company,
although the Company has no present intention to retain any such firm.
By Order of the Board of Directors,
WANDA D. PITTS, Secretary
April 11, 2001
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| UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO SOUTHEASTERN BANKING CORPORATION, |
| P.O. BOX 455, 1010 NORTHWAY STREET, DARIEN, GEORGIA 31305, ATTENTION: |
| CORPORATE SECRETARY, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL |
| BE PROVIDED UPON PAYMENT OF REASONABLE COST, IF ANY, OF REPRODUCTION AND |
| DELIVERY. |
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8
EXHIBIT A
SOUTHEASTERN BANKING CORPORATION
AUDIT COMMITTEE CHARTER
I. ORGANIZATION. This charter governs the operations of the Audit Committee (the
"Committee") of Southeastern Banking Corporation and its subsidiaries (the
"Company"). The Committee shall be appointed by the Board of Directors (the
"Board") and shall comprise at least three directors, each of whom is
independent of management and the Company. Committee members shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate, and at least one member shall have
accounting or related financial management expertise.
II. STATEMENT OF POLICY. The Committee shall provide assistance to the Board in
fulfilling its oversight responsibility to shareholders, potential shareholders,
the investment community, and others relating to the Company's financial
statements and the financial reporting process, the systems of internal
accounting and financial controls, the internal audit function, the annual
independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the Board. In
so doing, it is the Committee's responsibility to maintain free and open
communication between the Committee, independent auditors, internal auditors,
and management of the Company. In discharging its oversight role, the Committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel or other experts for this purpose.
III. RESPONSIBILITIES AND PROCESSES. The primary responsibility of the Committee
is to oversee the Company's financial reporting process on behalf of the Board
and report the results of its activities to the Board. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for auditing those financial statements.
In carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible in order to best react to changing conditions
and circumstances. The Committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior.
The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.
. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Committee, as representatives of the
Company's shareholders. The Committee shall have the ultimate authority
and responsibility to evaluate and, where appropriate, replace the
independent auditors. Annually, the Committee shall review and approve the
appointment of the Company's independent auditors, subject to
shareholders' ratification.
. The Committee shall discuss with the internal and independent auditors the
overall scope and plans for their respective audits, including the
adequacy of staffing and compensation. Also, the Committee shall discuss
with management, the internal auditors, and the independent auditors the
sufficiency and effectiveness of the accounting and financial controls,
including the Company's system to monitor and manage business risk, and
legal and ethical compliance programs. Further, the Committee shall meet
separately with the internal auditors and the independent auditors, with
or without management present, to discuss the results of their
examinations.
. The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K, or the annual report to shareholders if distributed prior to
the filing of Form 10-K, including their judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant estimates,
9
and the clarity of the disclosures in the financial statements. In its
discretion, the Committee shall also review other filings with the
Securities and Exchange Commission, including Quarterly Reports on
Form 10-Q.
10
SOUTHEASTERN BANKING CORPORATION
PROXY
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS 1. PROPOSAL TO ELECT AS FOR ALL WITHHOLD FOR ALL
TO BE HELD MAY 8, 2001 DIRECTORS: NOMINEES AUTHORITY EXCEPT
THIS PROXY IS SOLICITED BY THE BOARD OF [ ] [ ] [ ]
DIRECTORS. Leslie H. Blair, David H. Bluestein, Gene F. Brannen,
The undersigned, revoking previous proxies, hereby appoints William Downey, Alyson Gray, Cornelius P. Holland, III,
Cornelius P. Holland, III and S. Michael Little, and each of Alva J. Hopkins, III, G. Norris Johnson, S. Michael Little
them, proxies with full power of substitution, to vote all shares
of Common Stock of Southeastern Banking Corporation (the "Company") INSTRUCTIONS: To withhold authority to vote for any
which the undersigned is entitled to vote at the Annual Meeting of individual nominee, mark "For All Except" and write that
Shareholders (the "Meeting") to be held at Southeastern Bank, 1010 nominee's name on the line below.
Northway Street, Darlen, Georgia on Tuesday, May 8, 2001 at 3:00 p.m.
or any adjournment or postponement thereof, upon the matters described -----------------------------------------------------------
below and in the accompanying Proxy Statement dated April 11, 2001,
and upon any other business that may properly come before the Meeting 2. PROPOSAL TO SET THE NUMBER FOR AGAINST ABSTAIN
or any adjournment or postponement thereof. OF DIRECTORS AT 12. [ ] [ ] [ ]
3. PROPOSAL TO APPROVE THE FOR AGAINST ABSTAIN
APPOINTMENT OF INDEPENDENT [ ] [ ] [ ]
AUDITORS BY THE AUDIT
COMMITTEE.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, AND 3.
Please be sure to sign and date ______________________ Pursuant to the Proxy Statement, said proxies are directed
this Proxy in the box below. | Date | to vote as indicated on the Proxy and otherwise as the
_________________________________________________________ Board of Directors recommends with respect to any other
| | business that may properly come before the Meeting or any
|__Stockholder sign above___Co-holder (if any) sign above| adjournment or postponement thereof. By executing this
Proxy, I acknowledge receipt of the Notice of Meeting,
the accompanying Proxy Statement, and the Company's 2000
Annual Report.
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Detach above card, sign, date and mail in postage paid envelope provided.
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NOTE: Please sign exactly as your name appears on the Proxy; if shares are held jointly, all joint owners must sign. An
executor, administrator, trustee, guardian, or other person signing in a representative capacity must give his or her full title. A
corporation must sign in full corporate name by its president or other authorized officer. A partnership must sign in partnership
name by an authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE, & MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE
ENVELOPE PROVIDED.
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