What changed in this filing

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Item 9A. Controls and Procedures

2021-03-09 compared with 2020-03-06 · 184 added, 139 removed, 38 unchanged (89% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act), the

Companys management, under the supervision and with the participation of its principal executive and principal financial officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the

Companys disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act.

Based on that evaluation, and the results of the audit process described below, the Chief Executive

Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective to ensure that information required to be disclosed in the Companys reports under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SECs rules and regulations, and that such information is accumulated and communicated to the Companys management, including the Chief Executive Officer and the Chief

Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Managements Report on Internal Control Over Financial

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting.

control is designed to provide reasonable assurance to the Companys management and board of directors regarding the preparation of reliable published financial statements.

Internal control over financial reporting includes self-monitoring

mechanisms, and actions are taken to correct deficiencies as they are identified.

Because of inherent limitations in any system of internal control, no

matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of controls.

Accordingly, even effective internal control over financial reporting can provide

only reasonable assurance with respect to financial statement preparation.

Further, because of changes in conditions, internal control effectiveness may vary over time.

Management assessed the Companys internal control over financial reporting as of December 31, 2019.

This assessment was based on criteria for

effective internal control over financial reporting described in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment,

the Chief Executive Officer and Chief Financial Officer assert that the Company maintained effective internal control over financial reporting as of December 31, 2019 based on the specified criteria.

The effectiveness of the Companys internal control over financial reporting as of December 31, 2019 has been audited by Elliott Davis, LLC, the

independent registered public accounting firm who also has audited the Companys consolidated financial statements included in this Annual Report on Form 10-K.

Elliott Davis, LLCs attestation

report on the Companys internal control over financial reporting appears on the following page and is incorporated by reference herein.

in Internal Control Over Financial Reporting

During the period covered by this report, there has not been any change in the Companys internal

controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Auburn National

Bancorporation, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited Auburn National Bancorporation, Inc.

and its subsidiaries (the Company) internal control over financial

reporting as of December 31, 2019, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the

Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018 and the related consolidated statements of earnings, comprehensive income,

stockholders equity, and cash flows of the Company for the years then ended, and the related notes to the consolidated financial statements and our report dated March 6, 2020 expressed an unqualified opinion.

Basis for Opinion

The Companys

management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Managements Report on Internal Control

Over Financial Reporting.

Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

A companys internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the

consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or

detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

/s/ Elliott Davis, LLC

Greenville, South Carolina

March 6, 2020

As required by Rule 13a-15(b) under the Securities Exchange

Act of 1934 (the “Exchange Act”), the Company’s

management, under the supervision and with the participation of its

principal executive and principal financial officer,

conducted an evaluation as of the end of the period covered

by this report, of the effectiveness of the Company’s

controls and procedures as defined in Rule 13a-15(e) under the

Exchange Act.

Based on that evaluation, and the results of

the audit process described below,

the Chief Executive Officer and Chief Financial Officer

concluded that the Company’s

disclosure controls and procedures were effective to

ensure that information required to be disclosed in the Company’s

reports under the Exchange Act is recorded, processed

summarized and reported within the time periods specified in the

SEC’s rules and regulations, and

that such information is accumulated and communicated to

the Company’s management,

including the Chief Executive Officer and the Chief Financial

Officer, as appropriate,

to allow timely decisions regarding

Management’s Report on Internal

Control Over Financial Reporting

The Company’s management is

responsible for establishing and maintaining adequate internal

control over financial

The Company’s internal

control system was designed to provide reasonable assurance

to the Company’s

management and board of directors regarding the preparation and fair

presentation of published financial statements.

internal control systems, no matter how well designed, have inherent

Therefore, even those systems determined

to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Under the direction of the Company’s

Chief Executive Officer and Chief Financial Officer,

management has assessed the

effectiveness of the Company’s

internal control over financial reporting as of December 31,

2020 in accordance with the

criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”) i

Control – Integrated Framework (2013).

Based on this assessment, management

has concluded that such internal control

over financial reporting was effective as of December

This annual report does not include an attestation report of

the Company’s independent registered

public accounting firm

regarding internal control over financial reporting.

report was not subject to attestation by the Company’s

registered public accounting firm pursuant to the final rules of

the Securities and Exchange Commission that permit the

Company to provide only a management’s

report in this annual report.

Changes in Internal Control Over Financial

During the period covered by this report, there has not been any change

in the Company’s internal controls

over financial

reporting that has materially affected, or is reasonably

likely to materially affect, the Company’s

internal controls over

financial reporting.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item is set forth under the headings Proposal One:

Election of Directors - Information about Nominees for Directors,

and Executive Officers, Additional Information Concerning the Companys Board of Directors and Committees, Executive Compensation, Audit Committee Report and Compliance with

Section 16(a) of the Securities Exchange Act of 1934 in the Proxy Statement, and is incorporated herein by reference.

The Board of Directors

has adopted a Code of Conduct and Ethics applicable to the Companys directors, officers and employees, including the Companys principal executive officer, principal financial and principal accounting officer, controller and other senior

financial officers.

The Code of Conduct and Ethics, as well as the charters for the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee, can be found by hovering over the heading About Us on the

Companys website, www.auburnbank.com , and then clicking on Investor Relations, and then clicking on Governance Documents.

In addition, this information is available in print to any shareholder who requests

Written requests for a copy of the Companys Code of Conduct and Ethics or the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee Charters may be sent to Auburn National Bancorporation, Inc., 100 N.

Gay Street, Auburn, Alabama 36830, Attention:

Marla Kickliter, Senior Vice President of Compliance and Internal Audit.

Requests may also be made via telephone by contacting Marla Kickliter, Senior Vice President of Compliance and Internal Audit, or

Laura Carrington, Vice President of Human Resources, at (334) 821-9200.

Information required by this item is set forth under the headings “Proposal

Election of Directors - Information about

Nominees for Directors,” and “Executive Officers,”

“Additional Information Concerning the Company’s

Directors and Committees,” “Executive Compensation,” “Audit

Committee Report” and “Compliance with Section 16(a) of

the Securities Exchange Act of 1934” in the Proxy Statement, and

is incorporated herein by reference.

The Board of Directors has adopted a Code of Conduct and

Ethics applicable to the Company’s

employees, including the Company’s

principal executive officer,

principal financial and principal accounting officer,

controller and other senior financial officers.

of Conduct and Ethics, as well as the charters for the Audit

Committee, Compensation Committee, and the Nominating and

Corporate Governance Committee, can be found by

hovering over the heading “About Us” on the Company’s

www.auburnbank.com

, and then clicking on “Investor

Relations”, and then clicking on “Governance Documents”.

In addition, this information is available in print to any

shareholder who requests it.

Written requests

for a copy of the Company’s Code

of Conduct and Ethics or the Audit

Committee, Compensation Committee, or Nominating and

Corporate Governance Committee Charters may be sent to

Auburn National Bancorporation, Inc., 132 N.

Gay Street, Auburn,

Alabama 36830, Attention:

Marla Kickliter,

President of Compliance and Internal Audit.

Requests may also

be made via telephone by contacting Marla Kickliter,

Senior Vice President of Compliance

and Internal Audit, or Laura Carrington, Vice

President of Human Resources, at

(334) 821-9200.

EXECUTIVE COMPENSATION

Information required by this item is set forth under the headings Additional Information Concerning the Companys Board of Directors and Committees

Board Compensation, and Executive Officers in the Proxy Statement, and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is

set forth under the headings Proposal One:

Election of Directors - Information about Nominees for Directors and Executive Officers and Stock Ownership by Certain Persons in the Proxy Statement, and is incorporated herein by

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is set forth under the headings Additional Information Concerning the Companys Board of Directors and Committees

Committees of the Board of Directors Independent Directors Committee and Certain Transactions and Business Relationships in the Proxy Statement, and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item is set forth under the heading Independent Public Accountants in the Proxy Statement, and is incorporated herein

by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Information required by this item is set forth under the headings “Additional

Information Concerning the Company’s

of Directors and Committees – Board Compensation,” and “Executive

Officers” in the Proxy Statement, and is incorporated

herein by reference.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

RELATED STOCKHOLDER

Information required by this item is set forth under the headings “Proposal

Election of Directors - Information about

Nominees for Directors and Executive Officers” and

“Stock Ownership by Certain Persons” in the Proxy Statement, and

incorporated herein by reference.

RELATIONSHIPS

TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is set forth under the headings “Additional

Information Concerning the Company’s

of Directors and Committees – Committees of the Board

of Directors – Independent Directors Committee” and “Certain

Transactions and Business Relationships” in

the Proxy Statement, and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES

Information required by this item is set forth under the heading “Independent

Public Accountants” in the Proxy Statement,

and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT

List of all Financial Statements

The following consolidated financial statements and report of independent registered public accounting firm of the Company are included in this

Annual Report on Form 10-K:

The following consolidated financial statements and report

of independent registered public accounting firm of the

Company are included in this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Earnings for the years ended December 31, 2019 and 2018

Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018

Consolidated Statements of Stockholders Equity for the years ended December 31, 2019 and 2018

Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018

Consolidated Balance Sheets as of December 31,

2020 and 2019

Consolidated Statements of Earnings for the years ended December

31, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years

ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the years

ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended

December 31, 2020 and

Notes to the Consolidated Financial Statements

Certificate of Incorporation of Auburn National Bancorporation, Inc.

(incorporated by reference from Registrants Form 10-Q dated June 30, 2002 (File No.

(incorporated by reference from

Registrant's Form 10-Q dated June 30, 2002 (File No.

Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007

1 unchanged sentence

Description of the Registrant’s Securities

Agreement, dated November 12, 2019, by and between Michael J.

King and AuburnBank

Subsidiaries of Registrant

2 unchanged sentences

Certification Pursuant to 18 U.S.C.

Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 by Robert W.

Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley

Act of 2002 by Robert W.

Dumas, Chairman, President and Chief Executive Officer *

Certification Pursuant to 18 U.S.C.

Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 by David A.

Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley

Act of 2002 by David A.

Hedges, EVP, Chief Financial Officer.*

XBRL Instance Document

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XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

The certifications attached as exhibits 32.1 and 32.2 to this annual report on Form 10-K are furnished to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended.

XBRL Taxonomy Extension

Schema Document

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension

Label Linkbase Document

XBRL Taxonomy Extension

Presentation Linkbase Document

XBRL Taxonomy Extension

Definition Linkbase Document

The certifications attached as exhibits 32.1 and 32.2 to

this annual report on Form 10-K are “furnished” to the

Securities and Exchange Commission pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 and shall not be

deemed “filed” by the Company for purposes of Section 18

of the Securities Exchange Act of 1934, as amended.

Financial Statement Schedules

All financial statement schedules required pursuant to this item were either included in the financial information set forth in (a) above

or are inapplicable and therefore have been omitted.

All financial statement schedules required pursuant to this item were

either included in the financial information set

forth in (a) above or are inapplicable and therefore have been

FORM 10-K SUMMARY

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, in the City of Auburn, State of Alabama, on March 6, 2020.

AUBURN NATIONAL BANCORPORATION, INC.

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, in the City of Auburn, State of

Alabama, on March 9, 2021.

AUBURN NATIONAL

BANCORPORATION,

/S/ ROBERT W.

Chairman, President and

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.

Chairman, President and CEO

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.

/S/ ROBERT W.

Chairman of the Board, President and Chief Executive Officer

Chairman of the Board, President and Chief Executive

(Principal Executive Officer)

March 9, 2021

EVP, Chief Financial Officer

Financial Officer)

Chief Financial Officer

(Principal Financial Officer)

March 9, 2021

Wayne Alderman

March 9, 2021

1 unchanged sentence

March 9, 2021

/S/ LAURA COOPER

March 9, 2021

3 unchanged sentences

March 9, 2021

/S/ EDWARD LEE SPENCER, III

LEE SPENCER, III

Edward Lee Spencer, III

March 9, 2021

/S/ PATRICIA WADE

Patricia Wade

March 6, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures