This excerpt taken from the PCBC DEF 14A filed Mar 16, 2009.
In accordance with the current listing standards of The NASDAQ Stock Market, the Board of Directors, on an annual basis, affirmatively determines the independence of each Director or nominee for election as a Director. The Board of Directors has determined that, with the exception of our employee Directors, Messrs. Leis, Larson, and Horton, and a non-employee Director, Mr. Mackall, all of its members are independent directors, using the definition of that term in the listing standards of The NASDAQ Stock Market. All members of the Boards standing Audit, Compensation, and Governance & Nominating Committees, more fully described below, are also independent Directors.
This excerpt taken from the PCBC DEF 14A filed Mar 19, 2008.
We have considered the independence of each member of the Board in accordance with NASDAQ corporate governance rules. We have determined that the following directors are independent: Edward E. Birch, Richard S. Hambleton, Jr., Roger C. Knopf, Robert W. Kummer, Jr., Lee E. Mikles, Richard A. Nightingale, and Kathy J. Odell. All of the members of the Audit, Compensation and Nominating and Governance Committees are independent as determined in accordance with the listing standards of NASDAQ.
In determining independence, the Board of Directors considers broadly all relevant facts and circumstances regarding a directors relationships with the Company. All non-employee directors receive compensation from the Company for their service as a director, as disclosed in the Director Compensation section of this proxy statement and are entitled to receive reimbursement for their expenses in traveling to and participating in Board meetings. As disclosed in the Certain Business Relationships section, some directors and entities with which they are affiliated have credit transactions with the Company, such as mortgage loans, revolving lines of credit, or other extensions of credit. These transactions with directors and their affiliates are made in the ordinary course of business and to the extent permitted by the Sarbanes-Oxley Act of 2002 and Regulation O. Such transactions are on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than the normal risk of collectibility or present other unfavorable features.
This excerpt taken from the PCBC DEF 14A filed Apr 11, 2006.
During its annual review of Director independence, the Board considered transactions and relationships between each Director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between Directors or any member of their immediate family (or any entity of which a Director or an immediate family member is an executive officer, general partner or significant equity holder). The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.
As a result of this review, the Board affirmatively determined that all of the Directors nominated for election at the annual meeting are independent of the Company and its management, with the exception of the following directors: William S. Thomas, Jr., Clayton C. Larson, D. Vernon Horton and John Mackall. Mr. Thomas is considered an inside Director because of his employment as President & CEO of the Company; Mr. Larson as Vice Chairman of the Board and President, First National Bank; and Mr. Horton as Vice Chairman of the Board and Chairman, First National Bank.
Mr. Mackall is not considered an independent Director as his law firm, Seed Mackall LLC, provides legal services to the Company from time to time. During 2005, fees paid by the Company to his firm did not exceed the 5% threshold; however, during 2004, fees paid to his firm exceeded the 5% threshold (see Certain Business Relationships).