Statement for further details. For both nominees submitted by the Company or shareholders for election to the Board, the Nominating Committee considers several factors beyond those set forth above in determining whether to nominate a candidate for election to the Board. These additional factors include the nominees personal and professional integrity, ability and judgment and his or her ability to be effective, in conjunction with the other Board members and nominees, in collectively serving the long-term interests of the Companys shareholders. The Committee also considers the overall composition of the Board, taking into consideration such factors as business experience and specific areas of expertise of each Board member. While the Company and Nominating Committee do not have a specific policy with respect to its Board members diversity, the Committee does consider each nominees potential to contribute to the diversity of backgrounds that the Board desires to have represented.
Shareholder Communications with Directors
The Company encourages shareholders who wish to communicate with any of the directors to send such inquiries by mail, telephone or email to the Company. The Company will forward all communications to the named director or, if no particular director is named, to the appropriate committee of the Board for consideration. The mailing address of the principal executive offices of the Company is P.O. Box 308, Lincolnton, North Carolina 28093-0303. The telephone number for the Company is (704) 735-1104, and the email address for the Company is
shareholderrelations@carolinatrust.com
.
Code of Ethics
The Company has adopted a Code of Ethics and Conduct for Senior Officers to resolve ethical issues in an increasingly complex business environment. The Code of Ethics applies to all directors and employees, including senior officers such as the Chief Executive Officer, the Chief Financial Officer, the Controller and any other employee performing similar functions. The Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. The Code of Ethics is available on the Companys website located at
www.carolinatrust.com
under the Why Us – Investor News section of the website. The Company may post amendments to or waivers of the provisions of the Code of Ethics, if any, made with respect to any of our executive officers on that website. Please note, however, that the information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.
Transactions with Related Persons
The Companys subsidiary bank expects to have banking transactions in the ordinary course of business with directors, executive officers and their associates. These transactions include deposit and lending relationships. All transactions with directors, executive officers and their associates will be made in the ordinary course of business, on substantially the same terms, including (in the case of loans) interest rates, collateral and repayment terms, as those prevailing at the same time for other comparable transactions, and will not involve more than normal risks of collectibility or present other unfavorable features.
Our Audit Committee, pursuant to its charter, is responsible for reviewing and approving any related person transaction. In the course of its review and approval of a related person transaction, the Audit Committee, among other things, considers, consistent with Item 404 of SEC Regulation S-K, the following:
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the nature and amount of the related person’s interest in the transaction;
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the material terms of the transaction, including, without limitation, the amount and type of transaction; and
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any other matters the Audit Committee deems appropriate.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, directors and the holders of more than 10% of our common stock to file with the Securities and Exchange Commission, or the SEC, initial reports of ownership of our common stock and other equity securities on Form 3 and reports of changes in such ownership on Form 4 or Form 5. To our knowledge, based solely on a review of the reports and other information provided to the Company, all filing requirements of Section 16(a) were satisfied with respect to our most recent fiscal year.
Report of the Audit Committee
In accordance with its written charter, the Audit Committee supervises the quality and integrity of the accounting, auditing and financial reporting practices of the Company on behalf of the Board. Management has the primary responsibility for preparing the financial statements and managing the reporting process, including the