CoBiz (COBZ)

Audit Committee

The Audit Committee operates pursuant to a written charter adopted by the Company’s Board of Directors. The Audit Committee has the responsibility to:

·       Oversee the accounting and financial reporting processes of the Company and the internal and external audit of the Company’s financial statements;

·       Oversee the implementation of the system of internal control over financial reporting that management has established;

·       Appoint, compensate and oversee the work of any registered public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and resolve any disagreement between management and the auditor regarding financial reporting;

·       Provide an avenue for communication between internal audit, the independent registered public accounting firm, financial management and the Board;

·       Consider and preapprove any audit and non-audit services proposed to be provided by the independent registered public accounting firm;

·       Review and approve related party transactions in accordance with SEC rules; and

·       Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee consists of three members, Messrs. Burgamy and Chapman and Ms. Vitale, all of whom are “independent” under the Nasdaq listing standards currently in effect. The Board of Directors has designated Mr. Chapman and Ms. Vitale each as an “audit committee financial expert” within the meaning of the applicable SEC rules. The Board of Directors has determined that the Committee members do not have any relationship to the Company that may interfere with the exercise of independent judgment in carrying out their responsibilities. None of the Committee members are current officers or employees of the Company or its affiliates. The Audit Committee held six regular, and two telephonic meetings in 2006. During the meetings, the Audit Committee met in private session with the Director of Internal Audit, the Compliance Manager and the Loan Review Manager. In addition, the Committee met in private session with our independent registered public accounting firm and alone in executive session without members of management present. Annually, the Committee will meet privately with the Chief Financial Officer.

Audit Committee

        The Audit Committee operates pursuant to a written Charter adopted by the Company's Board of Directors. The Audit Committee reports to the Board of Directors and has the responsibility to:

•

Oversee the accounting and financial reporting processes of the Company and the internal and external audit of the Company's financial statements;



•

Oversee the implementation of the system of internal control over financial reporting that management has established;



•

Appoint, compensate and oversee the work of any registered public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and resolve any disagreement between management and the auditor regarding financial reporting;



•

Provide an avenue for communication between internal audit, the independent accountants, financial management and the Board;



•

Consider and preapprove any audit and non-audit services proposed to be provided by the independent accountants; and



•

Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

        The Audit Committee consists of four members, Messrs. Burgamy, Chapman and Longust and Ms. Vitale, all of whom are "independent" under the Nasdaq listing standards currently in effect. Ms. Vitale was appointed to the Audit Committee in January 2005. The Board of Directors has designated Mr. Chapman as its "audit committee financial expert" as defined in Item 401(h)(2) of Regulation S-K. The Board of Directors has determined that the Committee members do not have any relationship to the Company that may interfere with the exercise of independent judgment in carrying

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out their responsibilities. None of the Committee members are current officers or employees of the Company or its affiliates.