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 pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
EMCLAIRE FINANCIAL CORP, INC.
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(Name of Registrant as Specified in Its Charter)
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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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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EMCLAIRE FINANCIAL CORP.
EMLENTON, PENNSYLVANIA 16373
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:
Notice is hereby given that the Annual Meeting of Shareholders
of Emclaire Financial Corp. (the "Corporation") will be held at 7:00 p.m.,
prevailing time, on Monday, May 14, 2001, at the Holiday Inn, I-80 and Route 68,
Clarion, PA 16214, for the following purposes:
1. To elect three (3) Class A directors to serve for
3-year terms and until their successors are duly elected and qualified;
2. To ratify the selection of S. R. Snodgrass, A.C.,
Certified Public Accountants, of Wexford, Pennsylvania, as the independent
auditors of the Corporation for the fiscal year ending December 31, 2001; and
3. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement thereof.
Only those shareholders of record at the close of business, at
5:00 p.m., on Monday, April 2, 2001, will be entitled to notice of and to vote
at the Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 2000, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured. The
prompt return of your signed proxy, regardless of the number of shares you hold,
will aid the Corporation in reducing the expense of additional proxy
solicitation. The giving of such proxy does not affect your right to vote in
person if you attend the meeting.
By Order of the Board of Directors,
David L. Cox
Chairman, President and Chief Executive Officer
April 23, 2001
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 14, 2001
GENERAL
Introduction, Date, Place and Time of Meeting
This Proxy Statement is being furnished for the solicitation
by the Board of Directors of Emclaire Financial Corp. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation ("Annual Meeting") to be held at the Holiday
Inn, I-80 and Route 68, Clarion, PA 16214, on Monday, May14, 2001, at 7:00 p.m.
prevailing time, or at any adjournment or postponement of the Annual Meeting.
The main office of the Corporation is located at The Farmers
National Bank of Emlenton (the "Bank"), 612 Main Street, Emlenton, Pennsylvania
16373. The telephone number for the Corporation is (724) 867-2311. All inquiries
should be directed to David L. Cox, President. This Proxy Statement and the
enclosed form of proxy (the "Proxy") are first being sent to shareholders of the
Corporation on April 23, 2001.
Solicitation
Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary will be voted for the election of the three (3) nominees for Class A
Director named below and for the approval of S. R. Snodgrass, A.C., Certified
Public Accountants as the independent auditors for the fiscal year ending
December 31, 2001. Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person.
The cost of preparing, assembling, mailing and soliciting
proxies will be borne by the Corporation. In addition to the use of the mails,
certain directors, officers and employees of the Corporation intend to solicit
proxies personally, by telephone and by telefacsimile. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record by
these persons, and, upon request therefor, the Corporation will reimburse them
for their reasonable forwarding expenses.
Right of Revocation
A shareholder who returns a Proxy may revoke it at any time
before it is voted by: (1) delivering written notice of revocation to John J.
Boczar, Secretary/Treasurer, Emclaire Financial Corp., 612 Main Street, Post
Office Box D, Emlenton, Pennsylvania 16373, telephone: (724) 867-2311; (2)
executing a later-dated Proxy and giving written notice thereof to the Secretary
of the Corporation or (3) voting in person after giving written notice to the
Secretary of the Corporation.
1
Voting Securities and Quorum
At the close of business on April 2, 2001, (the "Voting Record
Date") the Corporation had outstanding 1,332,835 shares of common stock, $1.25
par value. A majority of the outstanding shares in person or by proxy will
constitute a quorum at the Annual Meeting.
Only holders of common stock, of record, at the close of
business on the Voting Record Date will be entitled to notice of and to vote at
the Annual Meeting. On all matters to come before the Annual Meeting, each share
of common stock is entitled to one (1) vote.
As to the election of directors, the proxy being provided by
the Board enables a stockholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for one or more of the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present in person or represented by proxy at a meeting and entitled to
vote in the election of directors.
As to the ratification of independent auditors and all other
matters that may properly come before the Meeting, by checking the appropriate
box, a stockholder may: vote "FOR" the item or vote "AGAINST" the item. Unless
otherwise required by law, all other matters shall be determined by a majority
of votes cast affirmatively or negatively without regard to Broker Non-Votes as
to that matter.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
Persons and groups owning in excess of 5% of the common Stock
are required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Voting Record Date, persons or groups who own more
that 5% of the Common Stock and the ownership of all executive officers, and
directors of the Corporation as a group. Other than as noted below, management
knows of no person or group that owns more than 5% of the outstanding shares of
Common Stock at the Voting Record Date:
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned (1) Beneficially Owned
---------------- --------- ------------------
Bernadette H. Crooks 79,582(2) 5.97%
Clarion, PA 16214
Mary E. Dascombe 90,574(3) 6.80%
Raleigh, NC 27609
George W. Freeman 77,640(4) 5.83%
Knox, PA 16232
FINABA Co. 94,668 7.10%
Hermitage, PA 16148
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(1) See footnote (1) under the following caption entitled "Beneficial
Ownership by Officers, Directors and Nominees" for the definition of
"beneficial ownership."
(2) Of the 79,582 shares beneficially owned by Mrs. Crooks, 76,902 shares
are owned individually and 2,680 shares are owned individually by her
spouse.
(3) Of the 90,574 shares beneficially owned by Mrs. Dascombe, 64,386 shares
are owned individually, 2,677 shares are owned jointly with her spouse,
and 23,511 shares are owned individually by her spouse.
2
(4) Of the 77,640 shares beneficially owned by Mr. Freeman, 75,435 shares
are owned individually and 2,205 shares are owned individually by his
spouse.
Section 16(2) Beneficial Ownership Reporting Compliance
The Common Stock is registered pursuant to Section 12(g) of the 1934
Act. The officers and directors of the Corporation and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4, and 5 with the Securities and Exchange Commission
("SEC") disclosing changes in beneficial ownership of the Common Stock. Based on
the Corporation's review of such ownership reports, to the Corporation's
knowledge, no executive officer, director, or 10% beneficial owner of the
Corporation failed to file such ownership reports on a timely basis for the
fiscal year ended December 31, 2000.
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth as of the Voting Record Date,
the amount and percentage of the Common Stock of the Corporation beneficially
owned by each director, each nominee and all officers and directors of the
Corporation as a group.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership (1) (2) of Class
-------------------- ---------------------------- --------
George W. Freeman (5) 77,640 5.83%
Ronald L. Ashbaugh ( 11) 10,500 (3)
Elizabeth C. Smith (6) 39,459 2.96%
Brian C. McCarrier (11) 1,011 (3)
Robert L. Hunter (7) 8,977 (3)
John B. Mason (8) 5,125 (3)
Bernadette H. Crooks (9) 79,582 5.97%
J. Michael King (4) 5,250 (3)
Rodney C. Heeter (10) 5,250 (3)
David L. Cox (12) 10,580 (3)
All Officer and Directors 246,497 18.49%
as a Group (11 persons)
------------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission and may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same home,
as well as securities to which the individual has or shares voting or
investment power or has the right to acquire beneficial ownership
within 60 days after the Voting Record Date. Beneficial ownership may
be disclaimed as to certain of the securities.
(2) Information furnished by the Directors and the Corporation.
(3) Less than one percent (1%).
(4) All Shares are owned individually.
(5) See footnote (4) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(6) Of the 39,459 shares beneficially owned by Mrs. Smith, 29,179 are owned
individually and 10,280 are held as custodian for her grandchildren.
(7) Of the 8,977 shares beneficially owned by Mr. Hunter, 5,040 shares are
owned individually and 3,937 shares are owned individually by his
spouse.
(8) Of the 5,125 shares beneficially owned by Mr. Mason, 4,715 shares are
owned individually and 410 shares are held as custodian for his
daughter.
(9) See footnote (2) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
3
(10) Of the 5,250 shares beneficially owned by Mr. Heeter, 2,625 shares are
owned individually and 2,625 shares are owned individually by his
spouse.
(11) All shares owned jointly with spouse
(12) Of the 10,580 shares beneficially owned by Mr. Cox, 10,080 are owned
individually and 500 are held jointly with his spouse.
ELECTION OF DIRECTORS
The Corporation has a classified Board of Directors with
staggered 3-year terms of office. In a classified board, the directors are
generally divided into separate classes of equal number. The terms of the
separate classes expire in successive years. Thus, at each Annual Meeting of
Shareholders, successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of three years, so that the office of
one class shall expire each year.
Unless otherwise instructed, the Board of Directors of the
Corporation or its designee, the proxy holder, will have the right to cast their
votes for the nominees, unless the shareholder indicates on his or her Proxy how
he or she desires the votes to be cast. If any nominee should become unavailable
for any reason, proxies will be voted in favor of a substitute nominee as the
Board of Directors of the Corporation shall determine. The Board of Directors
has no reason to believe the nominees named will be unable to serve if elected.
Any vacancy occurring on the Board of Directors of the Corporation for any
reason may be filled by a majority of the directors then in office until the
expiration of the term of the vacancy. The Board of Directors recommends that
its nominees be elected as Directors.
INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect
to the directors, executive officers and nominees:
Age as of Principal Occupation Director Since
Name 12/31/00 for Past Five Years Bank/Corporation
---- -------- ------------------- ----------------
Class A Directors Whose Term Expires in 2001 and Nominees for Class A Director
Whose Term Expires in 2004
Rodney C. Heeter 63 Vice President of Heeter Lumber Co. Prior to 1988/1989
(1) (2) 3/31/00 President of Heeter Lumber Co.
J. Michael King 53 Senior Partner of Lynn, King & Schreffler, 1988/1989
(1) (3) (4) (5) Attorneys at Law
David L. Cox 50 Chairman, President and Chief Executive Officer of 1991/1991
(1) (4) (5) the Bank and Corporation. Prior to 1997 Senior
Vice President
4
Class B Directors Whose Term Expires in 2002
Bernadette H. Crooks 78 Retired 1985/1989
(1) (2)
Robert L. Hunter 59 Truck Dealer, Vice President of Hunter Truck Sales 1974/1989
(2) (3) and Service, Inc., Vice President of Hunter Truck
Center, Inc., Partner of Hunter Keystone
Peterbilt, LLP, President of Hunter Erie Truck
Sales LP, Director of Idealease of North America,
Inc.
John B. Mason 52 Insurance Broker for H. B. Beels & Son, Inc. 1985/1989
(3) (4) (5)
Class C Directors Whose Term Expires in 2003 and Nominees for Class C Directors
whose term expires in 2003
Ronald L. Ashbaugh 65 Retired, former President of the Bank and 1971/1989
(1) (4) (5) Corporation
George W. Freeman 70 Owner of Freeman's Tree Farm 1964/1989
(3) (4) (5)
Elizabeth C. Smith 69 Retired, former Owner of The 1995/1995
(2) (3) Inn at Oakmont
Brian C. McCarrier 37 President, Interstate Pipe and Supply Company. 1997/1997
(1) (2) (5) Prior to 1995 Controller Interstate Pipe and
Supply Company
-------------------------------
(1) Member of the Investment and Funds Management Committee. This Committee
is appointed by the Chairman of the Board and determines investment
policy and funds management policy. This committee also recommends
investment purchases for the bank portfolio.
(2) Member of the Audit Committee. This committee is appointed by the
Chairman of the Board and meets with the independent auditors to
review their audit of the financial reports of the Corporation.
(3) Member of the Human Resource Committee. This committee is appointed by
the Chairman of the Board and reviews salary and personnel policy and
recommends changes to the Board.
(4) Member of the Loan and Discount Committee. This committee is appointed
by the Chairman of the Board and is responsible to review and approve
loans, which exceed the loan officer's lending limits.
(5) Member of the Planning Committee. This committee is appointed by the
Chairman of the Board and examines and recommends expansion and
business opportunities to the Board of Directors.
During 2000, Directors received four hundred dollars ($400)
per month through May, for their services as Director of the Bank and five
hundred dollars ($500) per month thereafter, regardless of attendance at board
meetings. No additional compensation is paid for service as Directors of the
Corporation. During 2000, the Board of Directors of the Corporation held five
(5) regular meetings and one (1) special meeting and the Board of Directors of
the Bank held thirteen (13) regular meetings and four (4) special meetings. In
addition, outside Directors received $100 for each Bank committee meeting that
they attended through May and $150 thereafter. During 2000, total fees paid to
all Directors were $67,950.
5
Each of the Directors attended at least seventy-five percent
(75%) of the combined total number of meetings of the Corporation's and Bank's
Board of Directors and of the committees on which they serve except Robert L.
Hunter who attended seventy percent (70%).
The Corporation's full Board of Directors acts as the
nominating committee. A shareholder who desires to propose an individual for
consideration by the Board of Directors as a nominee for director should submit
a proposal in writing to the Secretary/Treasurer of the Corporation in
accordance with Section 10.1 of the Corporation's Bylaws.
Audit Committee
The audit committee of the board is composed of five members
and operates under a written charter adopted by the board of directors. The
responsibilities of the audit committee are contained in the Audit Committee
Report. The audit committee during fiscal year 2000 consisted of Brian C.
McCarrier, Chairman; Bernadette H. Crooks; Rodney C. Heeter; Robert L. Hunter
and Elizabeth C. Smith. Each of the members is "independent," as defined by
Company policy and the National Association of Securities Dealers, Inc. listing
standards.
Audit Committee Report
The following Report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other Corporation filings under the Securities Act of 1933 or under the
Securities Act of 1934, except to the extent we specifically incorporate this
Report by reference.
The audit committee reports to the board and is responsible for
overseeing and monitoring financial accounting and reporting, the system of
internal controls established by management and the audit process of the
Corporation.
The Audit Committee Charter adopted by the board sets out the
responsibilities, authority and specific duties of the audit committee. A copy
of the Audit Committee Charter is attached to this Proxy Statement as Appendix A
Pursuant to the charter, the audit committee has the following
responsibilities:
o To monitor the preparation of quarterly and annual financial reports;
o To review the adequacy of internal control systems and financial
reporting procedures with management and independent auditors; and
o To review the general scope of the annual audit and the fees charged by
the independent auditors.
In discharging its oversight responsibility the audit committee has met and held
discussions with management and S. R. Snodgrass, A.C., the independent auditors
for the Corporation. Management represented to the audit committee that all
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the audit committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The audit committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communications with Audit Committees).
The audit committee also obtained from the independent auditors a formal written
statement describing all relationships between Emclaire Financial Corp. and S.
R. Snodgrass, A.C. and the auditors that bear on the auditors' independence
consistent with Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee. The audit committee discussed with the
independent auditors any relationships that may impact on the firm's objectivity
and independence and satisfied itself as to the auditors' independence.
6
Based on these discussions and reviews, the audit committee recommended
that the Board of Directors approve the inclusion of the Corporation's audited
consolidated financial statements in its Annual Report on Form 10-KSB for the
year ended December 31, 2000, for filing with the Securities and Exchange
Commission.
Respectfully submitted by the members of the audit committee of the Board of
Directors:
Brian C. McCarrier, Chairman
Bernadette H. Crooks
Rodney C. Heeter
Robert L. Hunter
Elizabeth C. Smith
Remuneration of Officers and Directors
The following table sets forth all cash compensation for
services in all capacities paid by the Bank during 2000 to the chief executive
officer. No officer's compensation exceeded $100,000. The Corporation pays no
salaries or benefits.
SUMMARY COMPENSATION TABLE
Name and All Other Annual
Principal Position Year Salary Bonus Compensation (1)
------------------ ---- ------ ----- ----------------
David L. Cox 2000 $97,850 $ - $5,500
President and Chairman 1999 95,000 - 4,800
of the Board 1998 86,000 3,068 4,800
-------------------------------
(1) Does not include the value of certain other benefits, which do not
exceed $50,000 or 10% of the total salary and bonus of the individual.
Pension Plan
The Bank maintains a defined benefit pension plan (the
"Plan"). The Plan is intended to provide retirement and certain other benefits
to eligible employees and their beneficiaries. An individual is eligible to
participate in the Plan if he or she is an employee of the Bank and has
completed five (5) years of service or reached fifty-five (55) years of age
unless (1) the employee is covered under another plan to which the Bank
contributes; or (2) the employee is covered under a collective bargaining
agreement with the Bank that does not provide for coverage under the Plan.
An employee's expected monthly pension payable is based upon a
formula. Full vesting occurs after the completion of five (5) years of service.
In 2000, the Bank contributed $80,744 to the Plan.
As of December 31, 2000, Mr. Cox had 27 years of credited
service under the Plan
7
Certain Transactions
There have been no material transactions, proposed or
consummated, between the Corporation and the Bank with any director or executive
officer of the Corporation or the Bank, or any associate of the foregoing
persons. The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. With the
exception of the loans presented in the following table, all loans to executive
officers and directors of the Corporation and the Bank have been made in the
ordinary course of business and on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the Bank's other customers, and do not involve more
than the normal risk of collectibility nor present other unfavorable features.
The Board of Directors maintains a policy granting a discount of 100 basis
points on loans extended to employees including executive officers. The
following table presents a summary of loans outstanding to named officers that
were extended, or amended, under this policy:
Highest
Principal
Year Balance Balance Interest Market
Name and Position Type Made During Year 12/31/00 Rate Rate
----------------- ---- ---- ----------- -------- ---- ----
David L. Cox
President and Chairman Residential Mortgage 1997 $ 87,293 $ - 6.750% 7.750%
Residential Mortgage 2000 130,000 129,265 6.750% 7.750%
Personal Demand 1992 2,350 2,350 7.563% 8.563%
John J. Boczar
Secretary/Treasurer Residential Mortgage 1998 68,266 62,790 6.250% 7.250%
Principal Officers of the Corporation
The following table sets forth selected information about the
principal officers of the Corporation, each of whom is selected by the Board of
Directors and each of whom holds office at the discretion of the Board of
Directors:
Bank
Held Employee Age as of
Name Since Since December 31, 2000
---- ----- ----- -----------------
David L. Cox, (1) 1997 1973 50
Chairman, President
and Chief Executive
Officer
John J. Boczar, CPA (2) 1996 1996 42
Secretary/Treasurer
---------------------
(1) Prior to January 1997, Mr. Cox served as Vice President of the
Corporation from 1996, and Treasurer prior to May 1996.
(2) Prior to May 1996, Mr. Boczar was employed by S. R. Snodgrass, A.C.,
Certified Public Accountants.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of S.
R. Snodgrass, A.C., Certified Public Accountants, of Wexford, Pennsylvania
("Snodgrass"), as the Corporation's independent public accountants for its
fiscal year ending December 31, 2001. The Corporation has been advised by
8
Snodgrass that none of its members has any financial interest in the
Corporation. Ratification of Snodgrass will require an affirmative vote of a
majority of the shares of Common Stock represented at the Annual Meeting.
Snodgrass served as the Corporation's independent public accountants for the
Corporation's 2000 fiscal year.
In addition to performing customary audit services, Snodgrass
assisted the Corporation with the preparation of its federal and state tax
returns, provided assistance in connection with regulatory matters and provided
other internal audit outsourcing services, charging the Corporation for such
services at its customary hourly billing rates. These non-audit services were
approved by the Corporation's and the Bank's Board of Directors, after due
consideration of the effect of the performance thereof on the independence of
the accountants and after the conclusion by the Corporation's and the Bank's
Board of Directors that there was no effect on the independence of the
accountants.
Fees
The following table sets forth the aggregate fees Emclaire
Financial Corp. incurred for audit and non-audit services provided by S. R.
Snodgrass, A.C., who acted as independent auditors for the fiscal year ending
2000 and performed Emclaire Financial Corp.'s audit services in fiscal year
2000. The table lists audit fees, financial information systems design and
implementation fees, and other fees.
Audit Fees. The audit fees include only fees that are
customary under generally accepted auditing standards and are the aggregate fees
Emclaire Financial Corp. incurred for professional services rendered for the
audit of Emclaire Financial Corp.'s annual financial statements for fiscal year
2000 and the reviews of the financial statements included in Emclaire Financial
Corp.'s Quarterly Reports on Forms 10-Q for fiscal year 2000.
Financial Information Systems Design and Implementation Fees.
The financial information systems design and implementation fees include fees
billed for non-audit services performed during fiscal year 2000 such as directly
or indirectly operating, or supervising the operation of, Emclaire Financial
Corp. information system or managing our local area network. These non-audit
services also include services such as designing or implementing a hardware or
software system that aggregates source data underlying the Company's financial
statements or generates information that is significant to our financial
statements taken as a whole.
All Other Fees. All other fees include the aggregate fees
billed for services rendered by S. R. Snodgrass, A.C. other than those
services covered above.
December 31, 2000
-----------------
Audit Fees .......................................................................... $ 32,611
----------------
Financial Information Systems Design and Implementation Fees.......................... $ 0
----------------
Other Fees............................................................................ $ 38,916
----------------
The audit committee of the board did consider whether the
provision of financial information systems design and implementation services
and other non-audit services is compatible with maintaining the independence of
S. R. Snodgrass, A.C.
In the event that the shareholders do not ratify the selection
of Snodgrass as the Corporation's independent public accountants for the 2001
fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 2001 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of Snodgrass as the auditors for the Corporation for the year ending
December 31,2001.
9
It is understood that even if the selection of Snodgrass is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent auditing firm at any time during the year if the Board of
Directors determines that such a change would be in the best interests of the
Corporation and its shareholders.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year
ended December 31, 2000, is being mailed with this Proxy Statement. Such Annual
Report is not to be treated as part of the proxy solicitation material or having
been incorporated herein by reference. A representative of Snodgrass, the
accounting firm which examined the financial statements in the Annual Report,
will not attend the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange Commission, wishes
to submit a proposal for inclusion in the Corporation's proxy statement for its
2001 Annual Meeting of Shareholders must deliver such proposal in writing to the
Secretary of Emclaire Financial Corp. at the principal executive offices of the
Corporation at 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373,
not later than Thursday, December 16, 2001.
In the event the Company received notice of a stockholder
proposal to take action at next year's annual meeting of stockholders that is
not submitted for inclusion in the Company's proxy material, or is submitted for
inclusion but is properly excluded from the proxy material, the persons named in
the proxy sent by the Company to its stockholders intend to exercise their
discretion to vote on the stockholder proposal in accordance with their best
judgment.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Meeting, but if any matters are properly presented, it is the intention of the
persons named in the accompanying Proxy to vote on such matters in accordance
with their judgment.
ADDITIONAL INFORMATION
Upon written request, a copy of the Annual Report on
Form 10-KSB of Emclaire Financial Corp. may be obtained, without charge from
John J. Boczar, Secretary/Treasurer, Emclaire Financial Corp., 612 Main Street,
Post Office Box D, Emlenton, Pennsylvania 16373.
10
APPENDIX 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 Company to any governmental body
or the public; the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; and the Company's auditing, accounting and financial reporting
process generally. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
Company'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 Company's
financial reporting process and internal control system.
o Review and appraise the audit efforts of the Company's independent
accountants and internal auditors.
o Provide an open avenue of communication among the independent
accountants, management, internal auditor and Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities in Section IV of this Charter.
II. MEMBERSHIP
The Audit Committee will be composed of not less than three outside Directors.
Members of the committee will be appointed by the Chairman of the Board based on
prior experience in matters considered by the committee, probable availability
at times required for consideration of these matters, and each individual's
independence and objectivity.
No officer of the company or its subsidiaries will serve on the committee. A
former officer of the company may serve on the committee if, in the opinion of
the chairman and the board of directors, the former officer will exercise
independent judgment and will materially assist the committee. However, a
majority of the committee will be directors who were not formerly officers of
the committee or any of its subsidiaries.
All members of the Committee shall have a working familiarity with basic finance
and accounting policies, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Company or outside firms.
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III. MEETINGS
The Committee shall meet at least three times annually, or more frequently as
needed, with minutes and other relevant records of the meetings being
maintained. The Audit Committee will report and be responsible to the Board of
Directors. As part of its job to foster open communications, the Committee
should meet with management, the Outsourced Internal Auditor and the independent
accountants in separate executive sessions to discuss any matters the committee
or those groups believe should be discussed privately with the Audit Committee.
IV. RESPONSIBILITIES AND DUTIES
General Duties
1. Review and update this Charter and the Internal Audit policy periodically,
at least annually.
2. Review legal and regulatory matters that may materially affect the
Company's financial statements, compliance policies and programs and
reports from regulators.
3. Report committee actions to the full board of directors and make
appropriate recommendations.
Audits and Financial Reporting
1. Annually the Audit Committee will recommend a firm of independent certified
public accountants to conduct the annual audit of the Company's
consolidated financial statements, considering independence and
effectiveness and approve the fees negotiated by management. The
committee's selection is subject to approval by the full board of
directors. On an annual basis, the Committee should review and discuss with
the accountants all significant relationships the accountants have with the
Company to determine the accountant's independence.
2. The audit committee will confirm and assure the independence of the
internal auditor and the independent accountant, including a review of
management consulting services provided by the independent accountant and
the respective fees for said services.
3. The Committee will review with the independent public accountants,
management and internal auditor, the scope of the services required by the
audit, reporting requirements and any new accounting standards or
pronouncements that will be implemented.
4. The audit committee will ascertain that the independent accountant views
the board of directors as its client. The Committee or the full Board of
Directors will review with the independent public accountants, internal
auditor and management, the results of the audit including any significant
adjusting entries; material weaknesses; reportable conditions; difficulties
encountered in the course of audit work, including any restrictions on the
scope of activities or access to required information; and changes in the
planned scope of the internal audit plan.
5. Review with the independent accountants, internal auditor and management
the adequacy and effectiveness of the accounting and financial controls of
the Company, and elicit any recommendations for the improvement of such
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internal control procedures or particular areas where new or more detailed
controls or procedures are desirable. Particular emphasis should be given
to the adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper.
6. The audit committee will ask management, the internal auditor and
independent accountants about significant risks and exposures and will
assess management's steps to minimize them.
7. Periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of the
Company's financial statements.
8. Consider the independent accountants' judgments about whether management's
choices of accounting principles are conservative, moderate or aggressive
from the perspective of income, asset, and liability recognition and
whether those principles are common practices in the industry.
9. Ensure procedures are in place for the preparation and review of financial
reports intended for publication and distribution to regulatory agencies,
stockholders, customers and others.
10. Perform any other activities consistent with this Charter, the Company's
By-laws and governing law, as the Committee or Board deems necessary or
appropriate.
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EMCLAIRE FINANCIAL CORP.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 14, 2001 THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints the Board of Directors of
Emclaire Financial Corp. (the "Corporation"), or its designee, proxy of the
undersigned, with full power of substitution, to vote all of the shares the
Corporation that the undersigned may be entitled to vote at the Annual Meeting
of Shareholders of the Corporation to be held on Monday, May 14, at the Holiday
Inn, I-80 and Route 68, Clarion, PA 16214, at 7:00 p.m., prevailing time, and at
any adjournment or postponement thereof as follows:
1. ELECTION OF CLASS A DIRECTORS
FOR WITHHELD
Rodney C. Heeter [ ] [ ]
J. Michael King [ ] [ ]
David L. Cox [ ] [ ]
2. Ratification of the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, as auditors of the Corporation for the year ending
December 31, 2001.
[ ] FOR [ ] AGAINST
3. In its discretion, the proxy is authorization to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL NO. 2.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated April 23, 2001 and an Annual Report to Stockholders.
Dated: ___________________, 2001 [ ] Please check here if you plan to
attend the Annual Meeting
Number attending ________________
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SIGNATURE OF SHAREHOLDER
--------------------------------------
SIGNATURE OF SHAREHOLDER
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND
RETURNED PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE.
IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER
SHOULD SIGN.