These Corporate Governance documents are made available to demonstrate our adherence to the highest standards of ethical, effective and responsive governance. From time to time we revise these documents in response to changing regulatory requirements, evolving best practices, and concern for our shareholders.
- Policy Statement It is the policy of the Board of Directors of United Security Bancshares and United Security Bank (hereafter “Board”) to conduct business in accordance with the highest ethical standards, in order to merit and maintain the complete confidence and trust of our customers, shareholders, staff members, and vendors. Staff members of United Security Bancshares (“Bancshares”) and United Security Bank (“Bank”)(both the Bancshares and Bank on a consolidated basis shall be referred to as the “Company”) must conduct their personal affairs and manage their business transactions in a manner that does not result in adverse comments or criticism from the public, or in any way damage the Company’s reputation as a responsible financial services organization. This policy addresses both business and social relationships, which may present legal and ethical concerns, and also sets forth a Code of Conduct to guide staff members. The term “staff members” refers to all officers and employees of the Company. Compliance with Laws and Regulations It is the policy of Bancshares and the Bank to fully comply with the spirit and intent of all applicable laws and regulations. We expect our staff members to comply with all applicable laws, rules and regulations in accomplishing their assigned duties, while using good judgment and ethical standards. Administration of the Code of Conduct It is the responsibility of each director and staff member to be familiar with the Company’s Code of Business Conduct and Ethics (the “Code”). Supervising officers are expected to make every reasonable effort to ... Read More
- OVERVIEW The Audit Committee is a standing committee of the Board of Directors (the ”Board”) of United Security Bancshares and United Security Bank (the “Bank”). Establishment of this Charter hereby delegates certain responsibilities to the Audit Committee to assist in fulfilling the Board’s duties to the Company and shareholders. It is not the Committee’s responsibility to plan or conduct audits, or to determine that the Bank’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. As more fully set forth below, the purpose of the Committee is to assist the Board in its oversight of: The integrity of the financial reporting; Compliance with legal and regulatory requirements; The effectiveness of internal controls and procedures; The qualifications and independence of the independent auditors; and The performance of the Company’s independent auditors, and of the internal audit program. AUTHORITY In order to establish the governing principles of the Audit Committee, the Board of Directors originally adopted this Charter on September 24, 2002. The policy was last amended and restated on September 18, 2007 and continues to be approved annually thereafter. The Committee shall be given the resources and assistance necessary to meet its responsibilities, including appropriate funding, unrestricted access to Company documents, employees, and the independent auditors. The Committee shall also have authority to engage outside legal, accounting, and other advisors, as it deems necessary or appropriate. MEMBERSHIP The Committee shall consist of three or more Directors, serving at the pleasure of the ... Read More
- It is the policy of the Board of Directors of United Security Bancshares and United Security Bank (the “Board”) to adhere to the following principles of corporate governance with respect to Board membership, conduct of Board and Committee meetings, conflicts of interest, performance, and compliance with applicable rules and regulations. Board of Directors Membership The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise, with a reputation for integrity. Directors should have positions with a high degree of responsibility, be leaders in the companies with which they are affiliated, and be selected based upon contributions they can make to the Board and management. The Board’s optimum size is approximately seven to ten members, with a significant majority being “outside”, or independent, Directors. The expectation is the number of “inside” Directors should not exceed one. Independent Director Definition “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home. When applying the look-back provision in Section 303A.02(b), Bank or Holding Company need not consider individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated. In keeping with NASD Rule 4200 (a)(15), an Independent Director is a person other than an officer or employee of United Security Bank (the “Bank”) or United Security Bancshares (the “HC”) or any other individual having a relationship, which, in the opinion of the Board, would not interfere with the exercise of ... Read More
- The primary purpose of the Joint Compensation Committee (the “Committee”) is to aid the Board of Directors of United Security Bancshares and the Board of Directors of United Security Bank (either board shall be referred to as the “Board” and the two companies shall be referred to collectively as the “Companies”) in discharging their responsibilities relating to the compensation of the Companies’ Executive Officers (as defined in NASDAQ Listing Rule 5605(a)(1) or any successor rule), including the Chief Executive Officer (“CEO”) of United Security Bancshares (“Company”).MembershipThe Committee shall be composed of at least three (3) members of the Board of the Company each of whom shall: (a) meet the independence requirements of the NASDAQ Stock Market listing standards, including Listing Rule 5605(a)(2), and any other applicable laws, rules and regulations governing independence, as determined by the Board; (b) qualify as “non-employee directors” as defined in Section 16 of the Securities Exchange Act of 1934; and (c) qualify as “outside directors” under Section 162(m) of the Internal Revenue Code. The Board will appoint a Chairperson to the Committee, and hereby delegates authority to the Committee to designate one member as Chairperson of the Committee in the event the Board has not appointed one. Members of the Committee shall be appointed by the Board and shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.Structure and Frequency of ... Read More
- OVERVIEW The Nominating/Corporate Governance Committee (“Committee”) is appointed by the Board of Directors of United Security Bancshares (“Bancshares”) to assist the Bancshares Board and the United Security Bank (the "Bank") Board of Directors in fulfilling their respective oversight responsibilities. The term “Boards” shall refer to both the Board of Directors of Bancshares and the Bank. PURPOSE The Nominating/Corporate Governance Committee is essential to the effective functioning of the Boards. The Nominating & Corporate Governance Committee is appointed by the Board of Directors to: To assist the respective Boards in filling any vacancy that may arise on the respective Boards by identifying and proposing qualified candidates to become board members, consistent with criteria approved by the respective Boards; To nominate or to recommend that the respective Boards select, the director nominees for the next annual meeting of shareholder(s); and Establish procedures for the Committee to exercise oversight of the evaluation of the respective Boards; MEMBERSHIP The members of the Committee will be composed entirely of independent directors of Bancshares who are also members of the Board of Directors of the Bank. Qualified members will be appointed by the Board of Bancshares and shall serve at the pleasure of the Bancshares Board for such term or term or terms as the Board may determine, and shall meet the independence requirements of NASDAQ Rule 5605. The Committee shall consist of at least three Directors, including a Chairman. MEETINGS AND ACCOUNTABILITY The Committee shall meet as often as it determines, but at least two times annually and on behalf of each Board in separate ... Read More