Compensation Committee Interlocks and Insider Participation
During 2019, Messrs. Davis, Foster and Steimle and Mmes. Leinbach and Seifert served on the Compensation Committee. No Compensation Committee
member has ever been an officer or employee of the Company or the Bank. No executive officer of the Company served as a director or member of the compensation committee of any other entity whose executive officers served as a member of our Board or
a member of the Compensation Committee.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive
officer, principal financial officer, principal accounting officer and controller. We have posted the code of business conduct and ethics on our website at www.investorscommunitybank.com under Investor Relations Corporate Information
Governance Documents. In accordance with SEC rules, we intend to disclose on the Investor Relations section of our website any amendments to the code, or any waivers of its requirements, that apply to our executive officers
to the extent such disclosure is required.
Our code of business conduct and ethics is available in print for any shareholder who requests
it by writing to Mark A. Miller, Secretary, County Bancorp, Inc., 2400 South 44th Street, P.O. Box 700, Manitowoc, Wisconsin 54221-0700.
Hedging and
Pledging Prohibitions
Our directors and officers are also subject to an insider trading policy. Pursuant to this policy, directors,
officers and employees of the Company are prohibited from entering into hedging transactions with respect to Company securities, including, but not limited to, the purchase or use of, directly or indirectly through any other persons or entities, any
stock option, prepaid variable forward contracts, equity swaps, collars, exchange funds or any other instruments designed to offset any decrease in the market value of the Companys securities. In addition, pursuant to this policy, the
Companys directors and executive officers are prohibited from pledging Company securities as collateral, other than securities already pledged as collateral when the policy was adopted, without prior approval of the Nominating and Governance
Committee. To our knowledge, each of our officers and directors is in compliance with this policy.
Communications with Board of Directors
Although County has not to date developed formal processes by which shareholders may communicate directly to directors, it believes that the
informal process in which any communication sent to the Board in care of the Secretary is forwarded to the Board has historically served the Boards and its shareholders needs. The Board of Directors periodically considers whether changes
to this procedure are appropriate. However, unless and until a new means of communication is promulgated, communications to the Board should be sent in care of Mark A. Miller, Secretary, 2400 South 44th Street, P.O. Box 700, Manitowoc, Wisconsin
54221-0700. Mr. Miller will pass along all such communications to the Board (except for complaints of a personal nature that are not relevant to County or the Bank as a whole).
Section 16 Filings
Section 16(a) of the Exchange Act requires Countys executive officers, directors and persons who own more than 10% of our common
stock to file reports concerning the ownership of County equity securities with the SEC. County files the required reports on behalf of its officers and directors. Based solely on our review of the copies of these forms and written representations
that no other reports were required, we are not aware that any of our directors, executive officers or 10% shareholders failed to comply with the filing requirements of Section 16(a) during the fiscal year ended December 31, 2019.
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