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Item 9A. Controls and Procedures

2021-03-15 compared with 2020-03-13 · 89 added, 115 removed, 42 unchanged (83% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

First Keystone Corporation maintains disclosure

controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) designed to ensure

that information required to be disclosed in the reports that the Corporation files or submits under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Based upon their evaluation of those disclosure controls and procedures performed as of the end of the period covered by this

report, the Chief Executive Officer and Chief Financial Officer of the Corporation concluded that the Corporation’s disclosure

controls and procedures were effective as of December 31, 2019.

Management’s Report on Internal Control Over Financial

The management of First Keystone Corporation

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Securities and Exchange Act of 1934).

The Corporation’s internal control system was designed to provide reasonable

assurance to the Corporation’s management and Board of Directors regarding the preparation and fair presentation of published

financial statements.

The management of First Keystone Corporation,

along with participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Corporation’s

internal control over financial reporting as of December 31, 2019.

In making this assessment, we used the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control — Integrated Framework

Based on our assessment we believe that, as of December 31, 2019, the Corporation’s internal control over financial

reporting is effective based on those criteria.

First Keystone Corporation’s independent

registered public accounting firm that audited the consolidated financial statements has issued an audit report on the effectiveness

of the Corporation’s internal control over financial reporting as of December 31, 2019.

This report can be found in Item

8 of this Form 10-K.

First Keystone Corporation maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) designed to ensure that information required to be disclosed in the reports that the Corporation files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Based upon their evaluation of those disclosure controls and procedures performed as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Corporation concluded that the Corporation’s disclosure controls and procedures were effective as of December 31, 2020.

Management’s Report on Internal Control Over Financial Reporting

The management of First Keystone Corporation is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934).

The Corporation’s internal control system was designed to provide reasonable assurance to the Corporation’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

The management of First Keystone Corporation, along with participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2020.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control — Integrated Framework (2013) .

Based on our assessment we believe that, as of December 31, 2020, the Corporation’s internal control over financial reporting is effective based on those criteria.

First Keystone Corporation’s independent registered public accounting firm that audited the consolidated financial statements has issued an audit report on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2020.

This report can be found in Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting

Other than the changes described above,

there were no changes in the Corporation’s internal control over financial reporting during the fiscal quarter ended December

31, 2019, that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over

financial reporting.

Other than the changes described above, there were no changes in the Corporation’s internal control over financial reporting during the fiscal quarter ended December 31, 2020, that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

OTHER INFORMATION

There was no information required on Form

8-K during this quarter that was not reported.

There was no information required on Form 8-K during this quarter that was not reported.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information under the captions “Information

As To Directors and Nominees,” “Principal Officers of the Bank and the Corporation,” “Committees of the

Board of Directors” and “Section 16(A) Beneficial Ownership Reporting Compliance” are incorporated here by reference

from First Keystone Corporation’s definitive proxy statement.

The information under the captions “Information As To Directors and Nominees,” “Principal Officers of the Bank and the Corporation,” “Committees of the Board of Directors” and “Section 16(A) Beneficial Ownership Reporting Compliance” are incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

CODE OF ETHICS

The Corporation has adopted a Directors

and Senior Management Code of Ethics, which applies to all members of the Board of Directors and to senior officers of the Corporation.

It can be found on the Investor Relations section of our website at www.firstkeystonecorporation.com.

The Corporation has adopted a Directors and Senior Management Code of Ethics, which applies to all members of the Board of Directors and to senior officers of the Corporation.

It can be found on the Investor Relations section of our website at www.firstkeystonecorp.fkc.bank.

EXECUTIVE COMPENSATION

The information under the captions “Executive

Compensation” and “Oversight of Executive Compensation and Director Nominations” are incorporated here by reference

from First Keystone Corporation’s definitive proxy statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The information under the caption “Share

Ownership” is incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

The information under the captions “Executive Compensation” and “Oversight of Executive Compensation and Director Nominations” are incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

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

The information under the caption “Share Ownership” is incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

Equity Compensation Plan Information

of securities

Number of securities

remaining available

for future issuance

Number of securities

Weighted-average

of securities

future issuance

in column (a)

Equity compensation plans approved

by shareholders

Equity compensation plans not

approved by shareholders

compensation plans

upon exercise of

exercise price of

excluding securities

outstanding options,

reflected in column

warrants and rights

Plan category

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the captions “Related

Person Transactions” and “Governance of the Company” are incorporated here by reference from First Keystone

Corporation’s definitive proxy statement.

The information under the captions “Related Person Transactions” and “Governance of the Company” are incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the captions “Report

of the Audit Committee” and “Proposal No.

Ratification of Independent Registered Public Accounting Firm”

are incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

The information under the captions “Report of the Audit Committee” and “Proposal No.

Ratification of Independent Registered Public Accounting Firm” are incorporated here by reference from First Keystone Corporation’s definitive proxy statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The following consolidated financial statements

are included in Part II, Item 8, of this Report:

The following consolidated financial statements are included in Part II, Item 8, of this Report:

First Keystone Corporation and Subsidiary.

7 unchanged sentences

Financial Statement Schedules

Financial statements schedules are omitted

because the required information is either not applicable, not required, or is shown in the financial statements or in their notes.

Financial statements schedules are omitted because the required information is either not applicable, not required, or is shown in the financial statements or in their notes.

FORM 10-K SUMMARY

Exhibits required by Item 601 of Regulation

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number Referred to

Item 601 of Regulation S-K Description of Exhibit

of Incorporation, as amended (Incorporated by reference to Exhibit 3(i) to the Registrant’s

Report on Form 8-K dated August 28, 2018).

as amended and restated (Incorporated by reference to Exhibit 3(ii) to the Registrant’s

Report on Form 8-K dated August 28, 2018).

10.1(a) Supplemental

Employee Retirement Plan – J.

Gerald Bazewicz (Incorporated by reference to Exhibit

10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.1(b) Supplemental

Employee Retirement Plan – David R.

Saracino (Incorporated by reference to Exhibit

10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.1(c) Supplemental

Employee Retirement Plan – Matthew P.

Prosseda (Incorporated by reference to Exhibit

10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.1(d) Supplemental

Employee Retirement Plan – Elaine Woodland (Incorporated by reference to Exhibit

10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.2 Management

Incentive Compensation Plan (Incorporated by reference to Exhibit 10 to Registrant’s

Annual Report on Form 10-K for the year ended December 31, 2018).*

Keystone Corporation 1998 Stock Incentive Plan (Incorporated by reference to Exhibit

10 to Registrant’s Report on Form 10-Q for the quarter ended September 30, 2006).*

Keystone Corporation Directors and Senior Management Code of Ethics (Incorporated by

reference to Exhibit 99.1 to Registrant’s Report on Form 8-K dated August 27, 2013).

Item 601 of Regulation S-K

Description of Exhibit

Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3(i) to the Registrant’s Report on Form 8-K dated August 28, 2018).

By-Laws, as amended and restated (Incorporated by reference to Exhibit 3(ii) to the Registrant’s Report on Form 8-K dated August 28, 2018).

Supplemental Employee Retirement Plan – J.

Gerald Bazewicz (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).

Supplemental Employee Retirement Plan – David R.

Saracino (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).

Supplemental Employee Retirement Plan – Elaine Woodland (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).

Item 601 of Regulation S-K

Description of Exhibit

Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).

First Keystone Corporation 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10 to Registrant’s Report on Form 10-Q for the quarter ended September 30, 2006).

First Keystone Corporation Directors and Senior Management Code of Ethics (Incorporated by reference to Exhibit 99.1 to Registrant’s Report on Form 8-K dated August 27, 2013).

List of Subsidiaries of the Issuer, filed with this annual report on Form 10-K.

23.1 Consent of Baker Tilly Virchow Krause, LLP.**

Consent of Baker Tilly US, LLP.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

2 unchanged sentences

Section 1350 Certification of Chief Financial Officer.

101.INS XBRL Instance Document.**

101.SCH XBRL Taxonomy Extension Schema Document.**

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.**

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.**

101.LAB XBRL Taxonomy Extension Label Linkbase Document.**

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.**

* Denotes a compensatory

XBRL Instance Document.**

XBRL Taxonomy Extension Schema Document.**

XBRL Taxonomy Extension Calculation Linkbase Document.**

XBRL Taxonomy Extension Definition Linkbase Document.**

XBRL Taxonomy Extension Label Linkbase Document.**

XBRL Taxonomy Extension Presentation Linkbase Document.**

Cover Page Interactive Data File (Formatted as Inline XBRL and Contained in Exhibit 101)

* Denotes a compensatory plan.

** Filed herewith.

The Corporation will provide a copy of any exhibit upon receipt

of a written request for the particular exhibit or exhibits desired.

All requests should be addressed to the Corporation’s

principal executive offices.

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.

The Corporation will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired.

All requests should be addressed to the Corporation’s principal executive offices.

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.

FIRST KEYSTONE CORPORATION

and Chief Executive Officer

Executive Officer)

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/ Elaine A.

President and Chief Executive Officer

(Principal Executive Officer)

March 15, 2021

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.

March 15, 2021

Arndt, Vice Chairman/Director

Matthew Bower

March 15, 2021

Matthew Bower, Director

/s/ Robert A.

March 15, 2021

Bull, Chairman/Director

/s/ Robert E.

March 15, 2021

Bull, Director

/s/ Michael L.

March 15, 2021

Jezewski, Director

March 15, 2021

Marr, Director

/s/ William E.

March 15, 2021

Rinehart, Director

/s/ Diane C.A.

March 15, 2021

Rosler, Chief Financial Officer

Financial Officer)

(Principal Financial Officer)

March 15, 2021

Saracino, Secretary/Director

/s/ Elaine A.

March 15, 2021

Woodland, President/

Executive Officer/Director

Chief Executive Officer/Director

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