This excerpt taken from the ECBE 10-K filed Mar 6, 2006.
Item 10. Directors and Executive Officers of the Registrant
Directors and Executive Officers. Information regarding our directors and executive officers is incorporated by reference from the information under the captions Proposal 1: Election of DirectorsNominees and Incumbent Directors, and Executive Officers, in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2006 Annual Meeting.
Audit Committee. Information regarding our Audit Committee is incorporated by reference from the information under the captions Audit CommitteeFunction and Members in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2006 Annual Meeting.
Audit Committee Financial Expert. Rules of the Securities and Exchange Commission (the SEC) require that we disclose whether our Board of Directors has determined that our Audit Committee includes a member who qualifies as an audit committee financial expert as that term is defined in the SECs rules. To qualify as an audit committee financial expert under the SECs rules, a person must have a relatively high level of accounting and financial knowledge or expertise which he or she has acquired through specialized education or training or through experience in certain types of positions.
We currently do not have an independent director who our Board believes can be considered an audit committee financial expert and, for that reason, there is no such person who the Board can appoint to our Audit Committee. In the future, financial expertise and experience will be one of many factors that our Board considers in selecting candidates to become directors. However, we are not required by any law or regulation to have an audit committee financial expert on our Board or Audit Committee, and we believe that small companies such as ours will find it difficult to locate persons with the specialized knowledge and experience needed to qualify as audit committee financial experts who are willing to serve as directors without being compensated at levels higher than we currently pay our directors. Our current Audit Committee members have a level of financial knowledge and experience that we believe is sufficient for banks our size that, like us, do not engage in a wide variety of business activities, and, for that reason, the ability to qualify as an audit committee financial expert will not be the primary criteria in our Boards selection of candidates to become new directors.
Section 16(a) Beneficial Ownership Reporting Compliance. Information regarding compliance by our directors, executive officers and principal shareholders with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference from the information under the caption Section 16(a) Beneficial Ownership Reporting Compliance in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2006 Annual Meeting.
Code of Ethics. Our Board of Directors has adopted a Code of Ethics that applies to our directors and to all our executive officers, including without limitation our principal executive officer and principal financial officer. A copy of our Code of Ethics will be provided without charge to any person upon request. Requests for copies of our Code of Ethics should be sent by mail to our Corporate Secretary at ECB Bancorp, Inc., Post Office Box 337, Engelhard, N.C. 27824, or by telephone to 252 925-9411.
Procedures for Shareholder Recommendations to Nominating Committee. Our Nominations Committee has adopted procedures to be followed by our shareholders who wish to recommend candidates to the Committee for its consideration in connection with its recommendation of director nominees to our Board of Directors. A copy of those procedures was filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2004. Those procedures have not been modified since their adoption.