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Item 9A. Controls and Procedures

2022-03-08 compared with 2021-03-09 · 106 added, 116 removed, 106 unchanged (68% 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 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.

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 disclosure

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

Based on that evaluation, and the results of

2 unchanged sentences

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

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

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

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 limitations.

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,

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

internal control over financial reporting as of December 31, 2021 in accordance

criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”) in Internal

Control – Integrated Framework (2013).

2 unchanged sentences

over financial reporting was effective as of December 31,

This annual report does not include an attestation report of

the Company’s independent registered

public accounting firm

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

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

Changes in Internal Control Over Financial Reporting

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

1 unchanged sentence

OTHER INFORMATION

DISCLOSURE REGARDING FORGEIN JURISDICTIONS THAT

PREVENT INSPECTION

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

3 unchanged sentences

“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,

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

directors, officers and

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

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 Company’s

5 unchanged sentences

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

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,

Gay Street, Auburn, Alabama 36830,

Marla Kickliter, Senior Vice

President of Compliance and Internal Audit.

Requests may also

be made via telephone by contacting Marla Kickliter,

Requests may also be made

via telephone by contacting Marla Kickliter,

Senior Vice President of Compliance

3 unchanged sentences

EXECUTIVE COMPENSATION

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

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

Concerning the Company’s 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

RELATED STOCKHOLDER

BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDE

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

Nominees for Directors and Executive Officers” and “Stock

Ownership by Certain Persons” in the Proxy Statement, and is

incorporated herein by reference.

1 unchanged sentence

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.

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

Concerning the Company’s 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

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

Public Accountants” in the Proxy Statement,

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

Accountants” in the Proxy Statement,

and is incorporated herein by reference.

1 unchanged sentence

List of all Financial Statements

The following consolidated financial statements and report

of independent registered public accounting firm of the

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,

2020 and 2019

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Earnings for the years ended December 31,

2021 and 2020

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

Consolidated Statements of Comprehensive Income for the years ended December

31, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the years ended December

31, 2021 and 2020

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

Notes to the Consolidated Financial Statements

16 unchanged sentences

Hedges, EVP, Chief Financial Officer.*

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