Item 1. Business
Overview
Summit Bank Corporation was organized as a Georgia corporation on October 15, 1986, primarily to become a bank holding company by acquiring all the common stock of The Summit National Bank (the "Bank") upon its formation. The Bank commenced business on March 10, 1988, and the Company's primary activity since then has been the ownership and operation of the Bank.
The Bank is a banking association organized under the laws of the United States. The Bank engages in commercial banking from its main office and five branch offices, three of which are located in its primary service area of northern metropolitan Atlanta, Georgia. The fourth branch office is located in San Jose, California. In the second quarter of 2003, the Bank opened a second California branch location in Fremont that is now the Bank's fifth branch office. The Bank's San Jose and Fremont offices are in ethnic communities that are very similar to part of the Bank's Atlanta primary service area. In the first quarter of 2004, the Bank announced that it would be opening two additional locations in the metropolitan Atlanta area, one full-service and one limited-service branch. These openings are scheduled for later in 2004. The Bank seeks to serve four principal markets:
individuals, professionals, and small to medium-sized businesses in the Bank's primary service areas;
ethnic communities, principally Asian-Americans, European-Americans and Latin Americans, located in the primary service areas, including businesses operated by members of such communities;
individuals, professionals, and businesses in the primary service areas requiring the international financial transaction services offered by the Bank; and
foreign corporations and individuals requiring specialized banking services (international private banking) in the Atlanta and San Jose metropolitan areas.
Management believes the identified markets continue to provide significant growth opportunities for the Bank. The Bank offers these markets a variety of traditional and specialized banking services, and emphasizes personal service, cultural sensitivity and accessibility of management.
Banking Services
The Bank offers the full range of deposit services typically offered by most banks and other financial institutions, including checking accounts, NOW accounts, savings accounts and other time deposits of various types, ranging from daily money market accounts to longer-term certificates of deposits. The Bank tailors its transaction accounts and time certificates to the principal market areas at rates competitive to those offered in the area. In addition, retirement accounts such as Individual Retirement Accounts ("IRAs") are available. The Bank solicits accounts from individuals, businesses, associations, and government entities. All depositors are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to the maximum amount ($100,000 per depositor).
There are certain risks in making all loans. A principal economic risk in making loans is the creditworthiness of the borrower. Other risks in making loans include the period of time over which loans may be repaid, changes in economic and industry conditions, circumstances unique to individual borrowers, and uncertainties about the future value of any collateral. The Bank's management maintains an allowance for loan losses based on, among other things, an evaluation of economic conditions and other lending risks, and its regular reviews of delinquencies and loan portfolio quality.
The Bank offers a full range of short to medium-term commercial and personal loans. Commercial loans include both secured and unsecured loans for working capital (including inventory and receivables), business expansion (including acquisition of real estate and improvements), and purchase of equipment and machinery. The Bank offers government guaranteed loans under the Small Business Administration ("SBA") loan program. After originating a guaranteed loan, the Bank may sell the guaranteed portion (approximately 75%) resulting in a gain on the sale of the portion of the loan sold. In addition, the Bank retains the servicing rights to these loans, which generate servicing income on the portion sold. Personal (or consumer) loans include secured and unsecured loans for financing automobiles, home improvements, education, and personal investments.
In addition to deposit and loan services, the Bank's other domestic services include 24-hour multi-lingual telephone banking, Internet banking, cash management services, investment sweep accounts, safe deposit boxes, travelers checks, direct deposit of payroll and social security checks, as well as automatic drafts for various accounts. The Bank is a member of the STAR, CIRRUS and EXCHANGE ATM networks. These ATM networks are used by Bank customers in major cities throughout Georgia and California and in various other cities in the United States and worldwide. The ATM located at the Asian Banking Center branch location also offers multi-lingual screens for Asian-speaking patrons. The Bank offers both VISA and MasterCard credit cards to its customers through a third party vendor.
The Bank's international banking services include inbound and outbound international funds transfers, foreign collections, and import and export letters of credit. The Bank also issues bankers acceptances. The Bank issues drafts or bills of exchange to facilitate international trade and funds are available only after the Bank completes a diligent credit review process. In addition, the Bank offers private banking services to qualified foreign individuals and corporations establishing business operations in Atlanta. These specialized private banking services include bill paying, statement and mail holding, currency exchange, international funds transfers and personal lines of credit (including credit card services).
In addition, the Bank's private banking group assists executives living in the United States with personal banking services that support international business objectives. These services include introductions to correspondent financial services as well as to the Company's general business contacts in international trade markets. The Bank does not offer personal or corporate trust services (other than retirement custodial services for IRAs and similar plans).
Locations and Service Areas
One of the Bank's two primary service areas covers a section of North Metropolitan Atlanta, Georgia including portions of DeKalb, Fulton, Cobb, and Gwinnett Counties. This area includes the city of Chamblee, portions of the cities of Doraville and Norcross, the DeKalb-Peachtree Airport, the Northlake and Perimeter Malls in DeKalb County, Cumberland and Town Center Malls in Cobb County and the Perimeter Business Park and the Peachtree Corners area including Technology Park. This area is crossed by major thoroughfares such as Interstate 285 to the North, Buford Highway and Peachtree Industrial Boulevard in the South, Clairmont and Shallowford Roads to the East, and Interstate 75 to the West. A second primary service area covers portions of San Jose and Fremont, California. These markets are located in the south San Francisco bay area and are crossed by the major thoroughfares of Highway 101 and Interstates 880, 680, and 280. See "Item 2
Item 2. Properties
Main Office
The Bank's main office is at 4360 Chamblee-Dunwoody Road, Atlanta, DeKalb County, Georgia, on the ground floor of a five-story, 100,000 square foot, office building near the intersection of Interstate 285 and Chamblee-Dunwoody Road. The Bank has a lease for 8,941 square feet on the main floor of the building and an additional 14,534 square feet on the third floor. The lease for the first floor premises, which began on January 1, 2001, provides base rental of $17.50 per square foot per year. The lease provides for escalations through its expiration on December 31, 2010. The third floor lease provides base rental of $17.50 per square foot per year on 10,462 square feet and $19. 25 per square foot per year on the remaining 4,072 square feet. The lease for the third floor premises expires on December 31, 2007. The first floor space, which includes the main branch, has six teller stations, two customer service stations, the small business lending department, the loan operations department, offices for loan officers, and the main conference room. The Bank has an ATM attached to the building. The third floor space houses the international department, personnel department, the operations department, the marketing department, information technology, training, check processing, and the administration offices.
Asian Banking Center
The Bank owns an office building containing 18,000 square feet of space located on 2.77 acres of land in Atlanta's Asian-American business district on Shallowford Road near Buford Highway. The address is 3490 Shallowford Road, Atlanta, Georgia. The Bank currently utilizes 6,000 square feet of first floor space in the building for a branch office. Additionally a Bank lending group occupies 1,838 square feet on the second floor. The Bank has leased approximately 9,000 square feet, including common areas, to other tenants which leases provide base rental rates from $15.25 to $16.99 per square foot per annum. The branch office has six teller stations, five customer service stations, and five offices for lending officers and management. In addition, the Bank has installed a drive-through ATM and drive-through teller window.
Vinings
The Bank's branch office in the Vinings area of Cobb County is located at One Paces West, Suite 150, 2727 Paces Ferry Road, N.W., Atlanta, Georgia. The office building has 246,515 square feet of leasable space near the intersection of Interstate 285 and Paces Ferry Road. The Vinings branch office contains 5,266 square feet of space, which the Bank has leased at a base rate of $21.25 per square foot per annum. This space consists of four teller stations, two drive-in windows, four customer service stations, six offices for management and lending officers and a conference room
. The Bank also has an ATM at this location. The initial term of the lease expires in June 2007.
Peachtree Corners
The Bank also leases approximately 2,500 square feet of a two-story 7,700 square foot building, as a branch location in the Peachtree Corners area of north Atlanta. The building sits on 1.3 acres at 3280 Holcomb Bridge Road, Norcross, Georgia. This branch office has four teller stations, one drive-up window, one drive-in lane, two offices for a lending officer and branch management, as well as a drive-through ATM. The term of the lease, beginning in 2000, is five years at a base rent of $10.00 per square foot per year and includes three options to extend the lease for five years each at the same base rate.
San Jose Office
The Bank's San Jose branch office is in leased office space at 1694 Tully Road, San Jose, California. The branch, as anchor tenant in the building, occupies 8,142 square feet. This branch has five teller stations, in addition to a merchant booth for large commercial transactions, and a walk-up ATM machine. The base rent for this office is $24.23 per square foot per year, and the lease expires in April 2006.
Fremont Office
The Bank also leases space for a new branch location at 46615 Mission Boulevard, Fremont, California. The location opened in July 2003 as the second California office for the Bank. The Bank leases approximately 5,092 square feet for this office under a primary lease agreement for 2,770 square feet and a sublease agreement on 2,322 adjoining square feet. The primary lease has a base rent of $43.80 per square foot per year, and also expires in May of 2008. The sublease has a base rent of $31.20 and expires in March 2008. Both lease agreements provide for two options of five (5) years each to extend the term. The branch has four teller windows, a merchant booth for processing large commercial deposits, six offices for a lending officer and branch management and a walk-up ATM.
Item 3.
Item 3. Legal Proceedings
There are no material legal proceedings, other than ordinary routine litigation incidental to their business, pending against or involving assets of the Company or the Bank.
Item 4.
Item 4. Submission of Matters to a Vote of Security-Holders
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security-holders, through the solicitation of proxies or otherwise.
PART II.
Item 5.
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters
The Company's shares are listed on the Nasdaq National Market under the symbol "SBGA". As of March 1, 2004, the quoted purchase price for the Company's shares was $15.64 per share. There were approximately 355 holders of record of the Company's Common Stock at March 1, 2004. Additionally, there are an estimated 860 shareholders who hold shares in various brokerage and investment accounts.
The Company began paying quarterly cash dividends in 1995 and paid a total of $.08 per share in that year. The Company paid a total of $.35 and $.27 per share in cash dividends in 2003 and 2002, respectively. These amounts have been restated for the stock dividends awarded in 2004, 2002, and 2001. Although the Company currently plans to continue paying cash dividends on a quarterly basis, Summit's dividend policy may change in the future. The declaration and payment of dividends will depend upon business conditions, operating results, capital and reserve requirements, and the Board of Directors' consideration of other relevant factors. In addition, our ability to pay dividends in the future will depend, in part, on the earnings of the Bank and its ability to pay dividends to the Company. See "Business -- Supervision and Regulation -- Payment of Dividends."
For additional information concerning the Company's quarterly stock prices and quarterly cash dividends see the Company's 2003 Annual Report to Shareholders which is incorporated by reference herein.
Item 6.
Item 6. Selected Financial Data
The selected consolidated financial data presented below as of and for the years ended December 31, 2003, 2002, 2001, 2000, and 1999 is unaudited and has been derived from the Consolidated Financial Statements of the Company and its subsidiaries, and from records of the Company. The information presented below should be read in conjunction with the Consolidated Financial Statements, the Notes to Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Averages are derived from daily balances. Share and per share amounts for all years are adjusted for all relevant stock splits and stock dividends during the period.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Incorporated by reference to the 2003 Annual Shareholders' Report -- See Cross Reference Index on page 2 and Exhibit 13.1.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Incorporated by reference to the 2003 Annual Shareholders' Report -- See Cross Reference Index on page 2 and Exhibit 13.1.
Item 8.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the 2003 Annual Shareholders' Report -- See Cross Reference Index on page 2 and Exhibit 13.1.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, reviewed and evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) that is required to be included in the Company's periodic filings with the Securities and Exchange Commission. There have been no significant changes in the Company's internal controls or, to management's knowledge, in other factors that could significantly affect those internal controls subsequent to the date management carried out its evaluation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The company's Code of Ethics for senior financial officers is attached as Exhibit 14.1.
The remaining information required by this item is incorporated by reference to the Definitive Proxy Statement for the 2004 Annual Shareholders' Meeting -- See Cross Reference Index on page 2.
Item 11.
Item 11. Executive Compensation
Incorporated by reference to the Definitive Proxy Statement for the 2004 Annual Shareholders' Meeting --
See Cross Reference Index on page 2.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance. All data is presented as of December 31, 2003, adjusted for the February 17, 2004 three for two stock split.
Additional disclosure is incorporated by reference to the Definitive Proxy Statement for the 2004 Annual Shareholders' Meeting --See Cross Reference Index on page 2.
Item 13.
Item 13. Certain Relationships and Related Transactions
Incorporated by reference to the Definitive Proxy Statement for the 2004 Annual Shareholders' Meeting --
See Cross Reference Index on page 2.
Item 14.
Item 14. Principal Accounting Fees and Services
Incorporated by reference to the Definitive Proxy Statement for the 2004 Annual Shareholders' Meeting ---
See Cross Reference Index on page 2.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1.
Financial Statements - The consolidated financial statements, notes to consolidated financial statements, and independent auditors' report thereon, appear in the 2003 Annual Shareholders' Report -- See Cross Reference Index on page 2 and Exhibit 13.1.
2.
Financial Statement Schedules - These are omitted as they are not required or are not applicable.
3.
Exhibits (numbered in accordance with Item 601 of Regulation S-K). The Company's SEC file number for exhibits incorporated by reference is 0-21267.
Exhibit
Number
Exhibit
3.1
Amended and Restated Articles of Incorporation of Summit Bank Corporation. (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)
3.2
Bylaws of Summit Bank Corporation, as amended. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)
4.1
The rights of security holders are defined in (I) Articles Five, Six, Nine, Ten, Eleven, Thirteen, Fourteen, and Sixteen of the Amended and Restated Articles of Incorporation of Summit Bank Corporation and (ii) Articles Two, Three, Eight, Ten, and Eleven of the amended Bylaws of Summit Bank Corporation, (see Exhibits 3.1 and 3.2, respectively).
4.2
Indenture dated September 30, 2003 between Summit Bank Corporation and The Bank of New York relating to Trust Preferred Securities issued by the Company.
10.1*
Summit Bank Corporation 1998 Stock Incentive Plan, dated as of February 23, 1998 (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 18, 1998).
Lease Agreement dated December 3, 1993, between Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993) (Main office).
10.2a
Fifth Amendment to Lease Agreement (referenced in Exhibit 10.2 and incorporating amendments One through Four), dated March 13, 2000, between The Realty Associates Fund IV, L.P., successor in interest to Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.2a to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Main office).
10.2b
Sixth Amendment to Lease Agreement (referenced in Exhibit 10.2), dated January 4, 2001 between The Realty Associates Fund IV, L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.2a to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Main office).
10.2c
Seventh Amendment to Lease Agreement (referenced in Exhibit 10.2), dated March 29, 2002 between The Realty Associates Fund IV, L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.2c to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002) (Main office).
10.3*
Change in Control Agreement dated August 25, 1995 by and between Pin Pin Chau, President of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
10.4*
Change in Control Agreement dated August 25, 1995 by and between David Yu, Chairman of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
10.5*
Change in Control Agreement dated August 25, 1995 by and between Alec Dudley, Executive Vice President of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
10.6*
Change in Control Agreement dated August 25, 1995 by and between Gary McClung, Executive Vice President of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
11.1
Statement Regarding Computation of Net Income per Share
13.1
2003 Annual Report to Shareholders
14.1
Code of Ethics
21.1
Subsidiaries of Summit Bank Corporation (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
23.1
Independent Accountants' Consent
31.1
Certification of Chief Executive Officer
31.2
Certification of Chief Financial Officer
32.1
Certification of Chief Executive Officer and Chief Financial Officer
* Denotes a management contract, compensatory plan or arrangement.
Reports on Form 8-K
Report on Form 8-K (Item 12) filed on October 24, 2003 reporting third quarter 2003 earnings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Index to Exhibits
Exhibit
Number
	Description
3.1
Amended and Restated Articles of Incorporation of Summit Bank Corporation. (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)
3.2
Bylaws of Summit Bank Corporation, as amended. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)
4.1
The rights of security holders are defined in (i) Articles Five, Six, Nine, Ten, Eleven, Thirteen, Fourteen, and Sixteen of the Amended and Restated Articles of Incorporation of Summit Bank Corporation and (ii) Articles Two, Three, Eight, Ten, and Eleven of the amended Bylaws of Summit Bank Corporation, as provided in Exhibits 3.1 and 3.2 respectively.
4.2
Indenture dated September 30, 2003 between Summit Bank Corporation and The Bank of New York relating to Trust Preferred Securities issued by the Company.
10.1
Summit Bank Corporation 1998 Stock Incentive Plan, as of February 23, 1998 (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 18, 1998).
10.2
Lease Agreement dated December 3, 1993, between Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993) (Main office).
10.2a
Fifth Amendment to Lease Agreement (referenced in Exhibit 10.2 and incorporating amendments One through Four), dated March 13, 2000, between The Realty Associates Fund IV, L.P., successor in interest to Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Main office).
10.2b
Sixth Amendment to Lease Agreement (referenced in Exhibit 10.2), dated January 4, 2001 between The Realty Associates Fund IV, L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Main office).
10.2c
Seventh Amendment to Lease Agreement (referenced in Exhibit 10.2), dated March 29, 2002 between The Realty Associates Fund IV, L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National Bank, Lessee (incorporated by reference to Exhibit 10.2c to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002) (Main office).
10.3
Change in Control Agreement dated August 25, 1995 by and between Pin Pin Chau, President of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
10.4
Change in Control Agreement dated August 25, 1995 by and between David Yu, Chairman of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
10.5
Change in Control Agreement dated August 25, 1995 by and between Alec Dudley, Executive Vice President of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
10.6
Change in Control Agreement dated August 25, 1995 by and between Gary McClung, Executive Vice President of the Summit National Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.)
11.1
Statement Regarding Computation of Net Income per Share
13.1
2003 Annual Report to Shareholders
14.1
Code of Ethics
21.1
Subsidiaries of Summit Bank Corporation (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
23.1
Independent Accountants' Consent
31.1
Certification of Chief Executive Officer
31.2
Certification of Chief Financial Officer
32.1
Certifications of Chief Executive Officer and Chief Financial Officer
Exhibit 11.1
Statement Regarding Computation
of Net Income per Share
Exhibit 14.1
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS		 							7/7/2003
Policy Statement
The Summit Bank Corporation (the "company") will comply with Section 406 of the Sarbanes-Oxley Act to ensure that the company adopts a Code of Ethics for the Principal Executive and the Senior Financial Officers and to disclose whether the company adopted such a code and the requirements of that code. Furthermore, it will disclose promptly changes to and waivers of this code of ethics as they pertain to the officers covered under the section.
Purpose
The Summit Bank Corporation hereby provides written standards of ethical performance for its principal executive and the senior financial officers. In accordance with the Sarbanes-Oxley Act, the company will disclose publicly that it has adopted a code of ethics for the principal executive and senior financial officers and its contents, and will make prompt disclosures when changes to or waivers of the code of ethics occur.
Code of Ethics
Summit Bank Corporation adopts the following written standards with the intention of deterring wrongdoing and promoting high ethical standards for the company including its Chief Executive Officer, Chief Financial Officer and Controller:
The CEO, CFO and Controller will maintain at all times honest and ethical conduct, including the ethical handling of actual and apparent conflicts of interest between personal and professional relationships.
The corporation, under the supervision of the CEO and CFO, will make full, fair, accurate, timely and understandable disclosure in reports and documents that the company files with or submits to the SEC and in other public communications made by the company.
The CEO and CFO are responsible for establishing and maintaining an adequate internal control procedure for financial reporting and, at a minimum, will make an annual assessment and evaluation of its effectiveness for financial reporting to provide reasonable assurance that the company's financial statements are fairly presented on a consistent basis in conformity with generally accepted accounting principles.
The corporation will comply with applicable governmental laws, rules and regulations for financial disclosure and earnings releases.
Any deficiencies in internal control, violation of the code of ethics or any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control and procedures for financial reporting will be reported promptly to the Internal Auditor and the Chairman of the Audit Committee of the Board of Directors. Proper disclosures to regulators will be made and external communications will be effected as required.
If the company is required to prepare an accounting restatement due to the material non-compliance of financial reporting requirements under the securities laws as a result of misconduct, the CEO and CFO must reimburse the company for:
Any bonus or other incentive-based or equity-based compensation received during the 12-month period following the filing with the SEC of the non-compliant financial document.
Any profits they realized from the sale of the company securities during that 12- month period.
Disclosure
The company will make the code of ethics publicly available by one of the following means:
File a copy as an exhibit to its annual report, including the titles of those to whom it applies
Post the text of the code of ethics on its Internet Web site and disclose its Internet address and intention to provide disclosure in this manner in its annual report filed with the SEC
Include a statement in its annual report filed with the SEC committing to provide a copy of its code of ethics to any person without charge upon request
Changes to or waivers of the Code of Ethics
The company will promptly, but not later than within five business days, disclose any changes to the code of ethics to the extent that the change applies the company's CEO, CFO and Controller, or persons performing similar functions.
The company will promptly, but not later than five business days, disclose any waiver, including implicit waiver, of a provision of the code of ethics granted by the company to the CEO, CFO or Controller. Such disclosure shall include the nature of the waiver, the name of the person to whom the company granted the waiver, the date of the waiver.
A waiver is an approval by the company of a material departure from a provision of the code of ethics. An implicit waiver is the company's tacit approval resulting from failure to take action within a reasonable period of time after acknowledgement of material departure from a provision of the code of ethics.
The company will make disclosure by one of the following means:
Filing with the SEC a Form 8K
If the company discloses its Code of Ethics on its Internet Web site, the company may disseminate the disclosure for changes or waivers through its Internet Web site. The disclosure must be available for at least 12 months and the disclosure must be retained and made available to the SEC upon request for not less than five years.
Effective Date
This code of ethics is effective immediately. The effective date for the disclosure requirement for the code of ethics and amendments to and waivers of the code is on or after the date on which the company files its first annual report after July 15, 2003.
Exhibit 23.1
Independent Accountants' Consent
The Board of Directors
Summit Bank Corporation:
We consent to incorporation by reference in the registration statement (No. 33-29199) on Form S-8 of Summit Bank Corporation of our report dated January 9, 2004, except as to note 24, as to which the date is January 26, 2004, relating to the consolidated balance sheets of Summit Bank Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2003, which report is incorporated by reference in the December 31, 2003 annual report on Form 10-K of Summit Bank Corporation.
/s/ KPMG LLP
Atlanta, Georgia
March 15, 2004
Exhibit 31.1
Certification
I, Pin Pin Chau, Chief Executive Officer of Summit Bank Corporation, certify that:
I have reviewed the annual report on Form 10-K of Summit Bank Corporation;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 15, 2004
							 							/s/ Pin Pin Chau 			
						 						Pin Pin Chau
						 						Chief Executive Officer
Exhibit 31.2
Certification
I, Gary K. McClung, Chief Financial Officer of Summit Bank Corporation, certify that:
I have reviewed this annual report on Form 10-K of Summit Bank Corporation;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 15, 2004
							 							/s/ Gary K. McClung		
						 						Gary K. McClung
						 						Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Annual Report on Form 10-K for the year ended December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This 15th day of March, 2004.
/s/ Pin Pin Chau
Chief Executive Officer
/s/ Gary K. McClung
Chief Financial Officer