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 ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MACATAWA BANK CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] 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.
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Notes:
[LOGO] MACATAWA
BANK
Corporation
March 9, 2001
Dear Shareholder:
We invite you to attend the 2001 Annual Meeting of Shareholders. This
year's meeting will be held on Thursday, April 19, 2001, at 10:00 a.m., at
Ridgepoint Community Church, 340 - 104th Avenue, Holland, Michigan 49423.
It is important that your shares are represented at the Annual Meeting.
Please carefully read the Notice of Annual Meeting and Proxy Statement. Whether
or not you expect to attend the Annual Meeting, please sign, date and return the
enclosed proxy in the envelope provided at your earliest convenience.
Sincerely,
/s/ Benj. A. Smith III
----------------------
Benj. A. Smith, III
Chairman of the Board and
Chief Executive Officer
MACATAWA BANK CORPORATION
51 E. Main Street
Zeeland, Michigan 49464
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2001
To Our Shareholders:
The 2001 Annual Meeting of Shareholders of Macatawa Bank Corporation will
be held at Ridgepoint Community Church, 340 104th Avenue, Holland, Michigan
49423, on Thursday, April 19, 2001 at 10:00 A.M., local time, for the following
purposes:
1. To elect one director, to hold office for a three year term.
2. To transact such other business as may properly come before the
meeting or at any adjournment thereof.
Shareholders of record at the close of business February 28, 2001, will
be entitled to vote at the meeting or any adjournment thereof. Whether or not
you expect to be present in person at this meeting, you are urged to sign the
enclosed Proxy and return it promptly in the enclosed envelope. If you do attend
the meeting and wish to vote in person, you may do so even though you have
submitted a Proxy.
By order of the Board of Directors
Dated: March 9, 2001
Holland, Michigan /s/ Philip J. Koning
--------------------
Philip J. Koning
Secretary
Dated: March 9, 2001
MACATAWA BANK CORPORATION
51 E. Main Street
Zeeland, Michigan 49464
__________________
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held April 19, 2001
__________________
SOLICITATION OF PROXIES FOR ANNUAL MEETING
This Proxy Statement is furnished to the Shareholders of Macatawa Bank
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the Annual Meeting of Shareholders which will
be held at Ridgepoint Community Church, 340 104th Avenue, Holland, Michigan
49423, April 19, 2001, at 10:00 A.M., local time.
The Annual Meeting is being held for the following purposes:
1. To elect one director, to hold office for a three year term.
2. To transact such other business as may properly come before the
meeting or at any adjournment thereof.
If a proxy in the form distributed by the Company's Board of Directors is
properly executed and returned to the Company, the shares represented by the
proxy will be voted at the Annual Meeting of Shareholders and at any adjournment
of that meeting. Where shareholders specify a choice, the proxy will be voted as
specified. If no choice is specified, the shares represented by the proxy will
be voted FOR the nominee named by the Board of Directors in the proxy. Shares
not voted at the meeting, whether by abstention, broker non-vote, or otherwise,
will not be treated as votes cast at the meeting. Votes cast at the meeting and
submitted by proxy will be tabulated by Macatawa Bank.
A proxy may be revoked prior to its exercise by delivering a written notice
of revocation to the secretary of the Company, executing and delivering a proxy
of a later date or attending the meeting and voting in person. Attendance at the
meeting does not automatically act to revoke a proxy.
1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 28, 2001, the record date for determination of shareholders
entitled to vote at the Annual Meeting, there were outstanding 3,589,315 shares
of common stock of the Company. Shares cannot be voted unless the shareholder
is present at the meeting or is represented by proxy. As of February 28, 2001,
no person was known by management to be the beneficial owner of more than 5% of
the Company's common stock, except as follows:
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Common Stock
---------------------------------------------------------------------
Benj. A. Smith, III 262,442 (1) 7.3%
348 Waverly Road
Holland, MI 49423
(1) Includes options to purchase 31,000 shares, 31,000 shares owned by Mr.
Smith's spouse, and 30,000 shares held in a trust for the benefit of Mr. Smith's
spouse. Also includes 100,125 shares with respect to which Smith & Associates
Investment Management Services, an investment advisory firm controlled by Mr.
Smith, has voting power, but with respect to which he disclaims beneficial
ownership.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide for the division of the
Board of Directors into three classes of nearly equal size with staggered three-
year terms of office. The number of directors constituting the Board of
Directors is determined from time to time by the Board of Directors. The Board
is currently composed of five members.
One person has been nominated for election to the Board, to serve a three-
year term expiring at the 2004 Annual Meeting of Shareholders. The Board has
nominated John F. Koetje, an incumbent director.
Holders of common stock should complete the accompanying proxy. Unless
otherwise directed by a shareholder's proxy, it is intended that the votes cast
upon exercise of proxies in the form accompanying this statement will be in
favor of electing the nominee as a director for a three year term. The nominee
is presently serving as a director. The following pages of this Proxy Statement
contain more information about the nominee and other directors of the Company.
A plurality of the votes cast at the Annual Meeting is required to elect
the nominee as a director of the Company. As such, the individual who receives
this number of votes cast by the holders of the Company's common stock will be
elected as directors. Shares not voted at the meeting, whether by abstention,
broker non-vote, or otherwise, will not be treated as votes cast at the meeting.
Votes cast at the meeting and submitted by proxy will be tabulated by Macatawa
Bank.
Except the person nominated by the Board of Directors, no other persons may
be nominated for election at the 2001 Annual Meeting. The Company's Articles of
Incorporation require at least 60 days prior written notice of any other
proposed nomination and no such notice has been received. If any nominee
becomes unavailable for election due to circumstances not now known, the
accompanying proxy will be voted for such other person to become a director as
the Board of Directors selects.
The Board of Directors recommends a vote FOR the election of the person
nominated by the Board.
2
INFORMATION ABOUT DIRECTORS
The content of the following table is based upon information as of February
1, 2001, furnished to the Company by the directors. Except as described in the
notes following the table, the following directors have sole voting and
dispositive power as to all of the shares set forth in the following table.
Amount and Percent
Year First Nature of Of
Became a Beneficial Common
Name Age Director Ownership(1) Stock
----------------------------------- --- ---------- ------------ -------
Nominee for Election as Director for Term
Expiring in 2004
John F. Koetje (a) 65 1998 77,950 2.2%
Directors Whose Terms Expire in 2002
Robert E. DenHerder (a)(b) 46 1997 127,100 3.5%
Philip J. Koning 46 1997 36,750 1.0%
Directors Whose Terms Expire in 2003
G. Thomas Boylan (a)(b) 78 1997 124,925 3.5%
Benj. A. Smith, III (b) 57 1997 262,442(2) 7.3%
___________________
(a) Member of the Audit Committee
(b) Member of the Compensation Committee
NOTES
(1) Except as described in the following notes, each nominee and director owns
the shares directly and has sole voting and investment power or shares
voting and investment power with his or her spouse under joint ownership.
Includes shares of common stock that are issuable under options that are
exercisable or will become exercisable within sixty (60) days. The share
ownership of the following directors includes shares subject to options
that are currently exercisable: Mr. DenHerder (6,000 shares), Mr. Koning
(15,000 shares), Mr. Boylan (6,000 shares), Mr. Smith (31,000 shares), and
Mr. Koetje (2,000 shares).
(2) Includes 31,000 shares owned by Mr. Smith's spouse; and 30,000 shares held
in a trust for the benefit of Mr. Smith's spouse. Also includes 100,125
shares with respect to which Smith & Associates Investment Management
Services, an investment advisory firm controlled by Mr. Smith, has voting
power, but with respect to which he disclaims beneficial ownership.
_________________________
3
G. Thomas Boylan is a director of the Company and the Bank. Mr. Boylan
serves as the President of Light Metals Corporation, a manufacturing company
located in Wyoming, Michigan, where he has been employed since 1947.
Robert E. DenHerder is a director of the Company and the Bank. Mr.
DenHerder is a business consultant and investor based in Holland, Michigan.
From January, 1980 to December, 1999, Mr. DenHerder served as the President of
Uniform Color Co., a company located in Holland, Michigan, which manufactures
color concentrate for the plastics industry focusing on automotive suppliers.
John F. Koetje is a director of the Company and the Bank. Mr. Koetje is a
partner in John F. Koetje and Associates, a West Michigan builder of residential
and light commercial real estate and apartment complexes where he has been
employed for 35 years.
Philip J. Koning has served as President and Chief Executive Officer of the
Bank since its inception in November, 1997, and serves as the Secretary and
Treasurer of the Company and as a director of both the Company and the Bank.
Mr. Koning was employed by Smith & Associates Investment Management Services
prior to February 1998. Mr. Koning has over 23 years of commercial banking
experience and served from 1992 to 1997 as Community Bank President with First
of America Bank in Holland.
Benj. A. Smith, III is the Chairman, Chief Executive Officer and a director
of the Company and is also Chairman and a director of the Bank. Mr. Smith is an
investment advisor and has served from 1992 to the present as the President of
Smith & Associates Investment Management Services, an investment management firm
located in Holland, Michigan. Prior to 1992, Mr. Smith gained 21 years of
banking experience at First Michigan Bank Corporation and its subsidiary FMB-
First Michigan Bank of Zeeland, Michigan.
The Board of Directors had 6 meetings in 2000. The Company has no
nominating committee. All directors attended at least three-fourths of the
aggregate number of meetings of the Board and Board committees which they were
eligible to attend.
4
AUDIT COMMITTEE REPORT
During 2000, the Audit Committee of the Board of Directors developed a
charter for the Audit Committee, which was approved by the full Board of
Directors on November 14, 2000. The complete text of the new charter is included
as Appendix A to this Proxy Statement. The Board of Directors has also examined
the composition of the Audit Committee in light of the rules of the National
Association of Securities Dealers, Inc. governing audit committees and has
confirmed that all members of the Audit Committee are "independent" within the
meaning of those rules.
The Audit Committee has reviewed and discussed with management the
Company's audited financial statements as of and for the year ended December 31,
2000.
We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in the Company's Form 10-K for the year ended December 31, 2000.
John F. Koetje Robert E. DenHerder G. Thomas Boylan
James Jurries* James Batts*
*Advisory members and directors of the Bank.
COMPENSATION OF DIRECTORS
During 1999 and 2000, the directors of the Company and the Bank received an
annual retainer of $4,000 and were paid $500 per board meeting attended and $250
per committee meeting attended. Directors are reimbursed for their out-of-
pocket expenses for each meeting attended.
During 1998, directors of the Company and the Bank were not paid any cash
compensation for Board of Directors meetings attended. Directors of the Company
and the Bank were paid $150 per committee meeting attended. Effective March 19,
1998, the Company awarded stock options to purchase 2,000 shares of common stock
to each of Messrs. Smith, Boylan, Den Herder and Koetje. These stock options
were granted pursuant to the 1998 Directors' Stock Option Plan, have an exercise
price of $10.00 per share, were exercisable beginning March 19, 1999, and expire
on March 19, 2008.
5
EXECUTIVE COMPENSATION
Committee Report on Executive Compensation
All of the executive officers of the Company are also executive officers of
the Bank, except for Benj. A. Smith, III who is Chief Executive Officer of the
Company and Chairman and director of the Bank. Company officers other than Benj.
A. Smith, III serve as officers of the Company as an incident to their primary
service as an officer and employee of the Bank and, except for certain
directors' fees, receive no compensation directly from the Company.
Decisions on the compensation of the Company's executive officers are made
by the Compensation Committee of the Bank. The Compensation Committee met one
time during 2000. Mr. Robert DenHerder serves as the chairman of the
Compensation Committee.
Base Salary - In general, the Board intends to maintain the base salaries
of the Company's executive officers and senior managers within peer group
levels, with the ability to make appropriate adjustment to reflect other
relevant factors, which may include individual performance, experience,
expertise and tenure. Annually, the Committee establishes a base wage for the
Chief Executive Officer, the President, the Chief Financial Officer, and the
Senior Vice President--Loan Administration. The Committee's determination is
based upon the performance of the individual and compensation levels established
by the Company's peers and evaluations by consultants.
The base salaries of all other officers and senior managers are established
by the Bank's President and Chief Executive Officer.
Long-Term Incentives - The Company provides long-term incentives in the
form of stock options. Each year the Committee recommends to the Board a list of
stock options to be granted. These options are intended to recognize individual
contributions and to incentivize employees to contribute to the long-term
objectives of the Company. To align the interests of its executive officers and
senior managers with the Company's shareholders, the Board's compensation
strategy provides for a 401(k) matching contribution.
G. Thomas Boylan Robert E. DenHerder Benj. A. Smith III
6
Summary Compensation Table
Macatawa Bank Corporation does not compensate any of its executive
officers, all of whom are also executive officers of the Bank and are paid for
their services by the Bank. The following table sets forth the annual and long-
term compensation paid by the Company to its Chief Executive Officer, President
of the Bank, Chief Financial Officer and Senior Vice President - Loan
Administration of the Bank (collectively referred to as the "Named Executives")
for services rendered during 1998, 1999 and 2000. The Company's first full year
of operations was 1998. No other executive officers of the Company or the Bank
received annual compensation in excess of $100,000 during 1998, 1999 or 2000.
Summary Compensation Table
Long Term
Annual Compensation Compensation
----------------------- -----------------
Other
Annual Securities All Other
Compen- Underlying Compen-
Name and Principal Position Year Salary Sation($) Options(#) Sation(1)
--------------------------- ---- ------ --------- ---------- ---------
Benj. A. Smith, III................. 2000 $150,000 $ 0 0 $ 0
Chairman of the Board and 1999 $ 75,000 $ 0 0 $ 0
Chief Executive Officer of 1998 $ 32,500 $ 0 31,000 $ 0
The Company and a director
Of the Bank
Philip J. Koning.................... 2000 $161,000 $15,000 3,000 $3,003
Chief Executive Officer and 1999 $155,000 $ 6,000 3,000 $3,829
President of the Bank and 1998 $144,184 $ 0 12,000 $3,020
Treasurer and Secretary of
The Company
Steven L. Germond (2)............... 2000 $ 61,346 $ 7,500 2,800 $ 131
Chief Financial Officer of 1999 $ 0 $ 0 0 $ 0
The Company and the Bank 1998 $ 0 $ 0 0 $ 0
Ray D. Tooker (3)................... 2000 $120,002 $10,000 1,000 $ 251
Senior Vice President - Loan 1999 $ 78,462 $ 5,000 4,000 $ 642
Administration of the Bank 1998 $ 0 $ 0 0 $ 0
(1) Includes an automobile allowance ($2,644 in 2000, $2,521 in 1999 and $2,637
in 1998) paid by the Company for the benefit of Mr. Koning, as well as term
life insurance premiums paid for the benefit of executive officers listed
above.
(2) Mr. Germond was hired effective June 5, 2000, at an annual salary of
$110,000. The Summary Compensation Table discloses compensation from his
hire date through December 31, 2000.
(3) Mr. Tooker was hired effective May 3, 1999, at an annual salary of
$120,000. The Summary Compensation Table discloses his 1999 compensation
from his date of hire through December 31, 1999.
7
Option Grants in 2000. Shown below is information on grants of stock
options pursuant to the Company's Stock Compensation Plan.
Individual Grants
-------------------------
Potential
Realizable
Value at
Assumed
Annual Rates
Of Stock Price
Number of Percent of Appreciation
Securities Total Options For Option
Underlying Granted to Exercise or Term (3)
Options Employees in Base Price Expiration
Name Granted/(1)/ 2000 (per share)/(2)/ Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------
Philip J. Koning....... 3,000 12.7% $12.75 12-21-10 $24,055 $60,960
Steven L. Germond...... 800 3.4% $12.75 12-21-10 $ 6,414 $16,256
2,000 8.5% $12.00 6-15-10 $15,093 $38,250
Ray D. Tooker. 1,000 4.2% $12.75 12-21-10 $ 8,018 $20,320
- ---------------------------------------------------------------------------------------------------------------------------
(1) Indicates number of shares which may be purchased pursuant to
options granted in 2000 under the Company's Stock Compensation Plan
as of December 31, 2000. During 2000, the Company granted to
eligible employees options to purchase an aggregate of 23,600
shares. Options may not be exercised in full or in part prior to the
expiration of one year from the date of grant.
(2) The exercise price equals the prevailing market price of the Common
Stock on the date of grant. The exercise price may be paid in cash,
by the delivery of previously owned shares, through the withholding
of shares otherwise issuable upon exercise or a combination thereof.
(3) These amounts are based on assumed rates of appreciation over the
entire option period without any discount to present value. Actual
gains, if any, on stock option exercises will be dependent on
overall market conditions and on the future performance of the
Company's Common Stock. There can be no assurance that the amounts
reflected in this table will be realized.
8
Year-End Options Values. Shown below is information with respect to
unexercised options to purchase shares of the Company's Common Stock granted
under the Option Plans to the Named Executives and held by them at December 31,
2000. None of the Named Executives exercised any stock options during 2000.
Number of Shares Subject to Value of Unexercised
Unexercised Options Held In-the-Money Options at
at December 31, 2000 December 31, 2000(1)
--------------------------- -----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------
Benj. A. Smith III................ 31,000 0 $22,500 $ 0
Philip J. Koning.................. 15,000 3,000 $33,750 $3,000
Steven L. Germond................. 0 2,800 $ 0 $4,300
Ray D. Tooker..................... 4,000 1,000 $ 0 $1,000
- -------------------------------------------------------------------------------------------------------------
(1) The value of unexercised options reflects the increase in market value of
the Company's Common Stock from the date of grant through December 31, 2000
(when the closing price of the Company's Common Stock was $13.75 per
share). Value actually realized upon exercise by the Named Executives will
depend on the value of the Company's Common Stock at the time of exercise.
Benefits. The Company provides group health and life insurance benefits
and supplemental unemployment benefits to its regular employees, including
executive officers. In January 1999, the Company implemented a 401(k) plan.
Security Ownership of Management. The following table shows, as of
February 1, 2001, the number of shares beneficially owned by each of the Named
Executives identified in the executive compensation tables of this proxy
statement and by all Directors and Executive Officers as a group. Except as
described in the notes following the table, the following persons have sole
voting and dispositive power as to all of their respective shares.
Amount and Nature of Percent of
Name Beneficial Ownership(1) Common Stock
- ----------------------------------------------------------------------------------------------------
Benj. A. Smith, III.................................. 262,442 7.3%
Philip J. Koning..................................... 36,750 1.0%
Steven L. Germond.................................... 200 *
Ray D. Tooker........................................ 3,000 *
All Executive Officers and Directors as a Group
(7 persons).......................................... 632,367 17.6%
- ----------------------------------------------------------------------------------------------------
(1) See Footnotes 1 and 2 to the Information About Directors table appearing on
page 3 of this Proxy Statement.
* Less than 1.0%
9
TRANSACTIONS INVOLVING MANAGEMENT
Directors and officers of the Company and their associates were customers
of, and had transactions with, subsidiaries of the Company in the ordinary
course of business during 2000. All loans and commitments included in such
transactions were made in the ordinary course of business 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 an
unusual risk of collectibility or present other unfavorable features.
The Bank leases its Holland office located at 106 E. 8th Street, Holland,
Michigan 49423, from a corporation wholly owned by Benj A. Smith, III, an
officer and director of the Company. The Bank leases its Wyoming, Michigan
branch facility from a limited liability company co-owned by John F. Koetje, a
director of the Company. The terms of these leases were negotiated on an arm's-
length basis, and the Company believes that the rent and other terms reflect
fair market value.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers to file reports of ownership and changes in ownership of
shares of common stock with the Securities and Exchange Commission. Based upon
written representations by each director and officer, all the reports were filed
by such persons during the last fiscal year, except for one late initial
statement by each of Messrs. Germond and Tooker.
10
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on an
investment in the Company's common stock compared to the Russell 2000 Index and
the Media General Group Index of Regional-Midwest Banks. The comparison assumes
a $100 investment on April 1, 1998, the date of the Company's initial public
offering, at the Company's initial public offering price of $10.00 per share and
assumes that dividends are reinvested.
[GRAPH]
- ----------------------------------------------------------------------------------------------------------------------
4/1/98 6/30/98 12/31/98 6/30/99 12/31/99 6/30/00 12/29/00
- ----------------------------------------------------------------------------------------------------------------------
Macatawa Bank Corporation 100.00 147.50 152.50 142.50 145.00 120.63 138.30
- ----------------------------------------------------------------------------------------------------------------------
MG Group Index 100.00 99.52 103.97 101.20 86.34 76.32 102.91
- ----------------------------------------------------------------------------------------------------------------------
Russell 2000 Index 100.00 95.34 88.31 95.86 105.62 108.17 101.06
- ----------------------------------------------------------------------------------------------------------------------
Source: Media General Financial Services, Richmond, Virginia.
11
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The combined consolidated financial statements of the Company have been
examined by Crowe, Chizek and Company LLP, independent certified public
accountants. A representative of Crowe, Chizek and Company LLP is expected to
be present at the annual meeting with the opportunity to make a statement, if
desired, and will be available to respond to appropriate questions. It is
anticipated that the Company's Audit Committee will select the Company's
auditors before the end of this calendar year.
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees for services provided to
the Company for the fiscal year ended December 31, 2000 by the Company's
principal accounting firm, Crowe, Chizek and Company LLP:
Audit Fees.................................. $ 46,000
Financial Information Systems
Design and Implementation Fees........... $ 0
All Other Fees.............................. $ 62,935
--------
Total Fees............................... $108,935
========
The Audit Committee discussed with the independent accounting firm and
considered whether the provision of services described above under "All Other
Fees" is compatible with maintaining the principal accountant's independence.
SHAREHOLDER PROPOSALS--2002 ANNUAL MEETING
Any proposal of a shareholder intended to be presented for action at the
2002 annual meeting of the Company must be received by the Company at 348
Waverly Road, Holland, Michigan 49423, not later than November 15, 2001, if the
shareholder wishes the proposal to be included in the Company's proxy materials
for that meeting.
AVAILABILITY OF 10-K ANNUAL REPORT
An annual report on Form 10-K to the Securities and Exchange Commission for
the year ended December 31, 2000, will be provided free to shareholders upon
written request. Write to Macatawa Bank Corporation, Attention: Steven L.
Germond, 348 Waverly Road, Holland, Michigan 49423. The Form 10-K and certain
other periodic filings are filed with the Securities and Exchange Commission
(the "SEC"). The SEC maintains an Internet web site that contains reports and
other information regarding companies, including the Company, that file
electronically. The SEC's web site address is http:\\www.sec.gov.
12
MISCELLANEOUS
The management of the Company is not aware of any other matter to be
presented for action at the meeting. However, if any such other matter is
properly presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote thereon in accordance with their best
judgment.
The cost of soliciting proxies in the accompanying forms will be borne by
the Company. In addition to solicitation by mail, proxies may be solicited in
person, or by telephone or telegraph, by some regular employees of the Company.
By order of the Board of Directors
March 9, 2001
/s/ Philip J. Koning
Philip J. Koning
Secretary
13
APPENDIX A
MACATAWA BANK CORPORATION
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 Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are
to:
. Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control system.
. Review and appraise the audit efforts of the Corporation's independent
accountants and internal audit function.
. Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal audit
function, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors of the
Corporation or its subsidiaries as determined by the Board, each of whom shall
be independent directors, and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of his or her independent judgement
as a member of the Committee. Independent directors shall be those who are not
currently, nor in the last three years have been employed by the Corporation or
its subsidiaries; receive no remuneration other than normal director fees; they
shall have no immediate family members in Senior Management positions at the
Corporation or its subsidiaries; and they or any company they control shall not
receive more than 5% of their sales volume from business done with the
Corporation or its subsidiaries. All members of the Committee shall have a
working familiarity with basic finance and accounting practices, 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
Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
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III. MEETINGS
The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management, the internal audit
coordinator and the independent accountants in separate sessions to discuss any
matters that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee or at least its Chair should meet with
the independent accountants and management quarterly to review the Corporations
financials consistent with IV.4. below).
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's annual financial statements, including any
certification, report, opinion, or review rendered by the independent
accountants.
3. Review the regular internal reports to management prepared by the internal
audit function and management's response.
4. Review with financial management and the independent accountants the 10-Q
prior to its filing. The Chair of the Committee may represent the entire
Committee for purposes of this review.
Independent Accountants
5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness. On an annual
basis, the Committee should review and discuss with the accountants all
significant relationships the accountants have with the Corporation to
determine the accountants' independence.
6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
7. Periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of the
organization's financial statements.
Financial Reporting Processes
8. In consultation with the independent accountants and the internal audit
function, review the integrity of the organization's financial reporting
processes, both internal and external.
9. Consider the independent accountant's judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.
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10. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the internal audit function.
Process Improvement
11. Following completion of the annual audit, review separately with management
and the independent accountants any significant difficulties encountered
during the course of the audit, including any restrictions on the scope of
work or access to required information.
12. Review any significant disagreement among management and the independent
accountants or the internal audit function in connection with the
preparation of the financial statements.
13. Review with the independent accountants, the internal audit function and
management the extent to which changes or improvements in financial or
accounting practices, as approved by the Audit Committee, have been
implemented. (This review should be conducted at an appropriate point of
time subsequent to implementation of changes or improvements, as decided by
the Committee.)
Ethical and Legal Compliance
14. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.
15. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system to ensure that Corporation's financial statements, reports
and other financial information disseminated to governmental organizations,
and the public satisfy legal requirements.
16. Review activities, organizational structure, and qualifications of the
internal audit department/provider.
17. Review with the organization's counsel, any legal matter that could have a
significant impact on the organization's financial statement.
18. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
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MACATAWA BANK CORPORATION
Annual Meeting to be held at
Ridgepoint Community Church
340-104th Avenue
Holland, Michigan 49423
April 19, 2001, at 10:00 a.m.
YOUR VOTE IS IMPORTANT.
Whether or not you plan to attend, you can be sure your shares are represented
at the meeting by promptly returning your completed proxy in the enclosed
postage-paid envelope which is addressed to our transfer agent at
Macatawa Bank
250 E. 8th Street, Holland, MI 49423
Detach Proxy Card Here
MACATAWA BANK CORPORATION
-------------------------
250 E. 8th Street, Holland, MI 49423
This Proxy is Solicited by the Board of Directors.
The undersigned hereby appoints Benj. A. Smith, III and Philip J. Koning, or
either one of them, with power of substitution in each, proxies to vote, as
designated on the reverse side, all of the undersigned's shares of Common Stock
of MACATAWA BANK CORPORATION, at the Annual Meeting of Shareholders to be held
on April 19, 2001, and any and all adjournments thereof.
Please date, sign exactly as name appears
hereon, and mail promptly in the enclosed
envelope which requires no postage if mailed
in the United States. When signing as
attorney, executor, administrator, trustee,
guardian, etc., give full title as such. If
shares are held jointly, both owners must
sign.
Dated:
______________________________________, 2001
Signature:__________________________________
Signature:__________________________________
(Continued on the other side)
Detach Proxy Card Here
Properly executed proxies will be voted as marked and,
if not marked, will be voted FOR all of the nominees
Please Mark Your Choice Like This. :
- -------------------------------------------------------------------------------
1. Election of Directors -- The Board of Directors recommends a vote FOR the
nominees named below. (Check Only One Box)
---
A. For the nominee listed below [ ]
B. For none of the nominees listed below [ ]
John F. Koetje
- --------------------------------------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS
THEREOF.
- --------------------------------------------------------------------------------
(To be Dated and Signed on Other Side)