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Item 9A. Controls and Procedures

2023-03-23 compared with 2022-03-17 · 97 added, 86 removed, 134 unchanged (58% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

With the participation of the Chief Executive Officer (the principal executive officer) and the Senior Vice President and Chief

Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of

the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have

concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2021, in ensuring that the information required to be disclosed

by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were operating in an effective

manner to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

With the participation of the President and Chief Executive Officer (the principal executive officer) and the Senior Vice President and

Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end

of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the President and Chief Executive Officer and Senior Vice

President and Chief Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2022, in ensuring

that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and

forms and were operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as

appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

1 unchanged sentence

incorporated into this Item 9A by reference.

Report of Registered Public Accounting Firm

The “Report of Independent Registered Public Accounting Firm” located in Ohio Valley’s 2021 Annual Report to Shareholders is

incorporated into this Item 9A by reference.

Changes In Internal Control Over Financial Reporting

31 unchanged sentences

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

The following consolidated financial statements of Ohio Valley appear in the 2021 Annual Report to Shareholders, Exhibit 13, and

are specifically incorporated herein by reference under Item 8 of this Form 10-K:

(1) Financial

The following consolidated financial statements of Ohio Valley appear in the 2022 Annual Report to Shareholders, Exhibit 13, and are specifically incorporated herein by reference under Item 8 of this Form 10-K:

Consolidated Statements of Condition as of December 31, 2022 and 2021

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PCAOB Number:

(2) Financial Statement Schedules

(2) Financial

Statement Schedules

Financial statement schedules are omitted as they are not required or are not applicable, or the required information is included in the

6 unchanged sentences

Exhibit Description

Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the Ohio Secretary of

Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the

Ohio Secretary of State]:

Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (File No.

Code of Regulations of Ohio Valley:

Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010

Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s Quarterly Report on Form 10-Q for the

quarter ended June 30, 2010 (File No.

to furnish instruments and agreements defining rights of holders of long-term debt:

1 unchanged sentence

Description of Registered Securities:

Incorporated herein by reference to Exhibit 4.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2019

Incorporated herein by reference to Exhibit 4.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal

year ended December 31, 2019 (File No.

The Ohio Valley Bank Company Executive Group Life Split Dollar Plan Agreement, dated December 31, 2011, between Thomas E.

Wiseman and The Ohio Valley Bank Company:

Wiseman and The Ohio

Valley Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2015 (File No.

Schedule A to Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and

certain executive officers of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

The Ohio Valley Bank Company Third Amended and Restated Director Retirement Agreement, dated December 18, 2012, between Thomas E.

The Ohio Valley Bank Company:

The Ohio Valley Bank Company Third Amended and Restated Director Retirement Agreement, dated December 18, 2012, between

Wiseman and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

A to Exhibit 10.3(a) identifying other identical Third Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Filed herewith.

Schedule A to Exhibit 10.3(a) identifying other identical Third Amended and Restated Director Retirement Agreements between The Ohio Valley Bank

Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.3(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

The Ohio Valley Bank Company Salary Continuation Agreement, dated January 26, 2016, by and between Larry E.

Miller and The Ohio Valley Bank Company:

Incorporated herein

by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Miller and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Exhibit Number

Exhibit Description

Schedule A to Exhibit 10.4(a) identifying other identical Salary Continuation Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio

Valley Banc Corp.:

Schedule A to Exhibit 10.4(a) identifying other identical Salary Continuation Agreements between The Ohio Valley Bank Company and certain

executive officers of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.4(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated December 18, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank

and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.6(a) to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.5(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and

directors of Ohio Valley Banc Corp.:

to the The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated November 17, 2022, between Thomas E.

Wiseman and The Ohio Valley Bank Company:

Filed herewith.

Schedule A to Exhibit 10.5(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley

Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.5(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

A to Exhibit 10.5(b) identifying other identical Amendment to The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated December 18, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank Company:

Wiseman and The Ohio Valley

Bank Company:

Incorporated herein by reference to Exhibit 10.7(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

First Amendment to The Ohio Valley Bank Company Executive

Deferred Compensation Agreement, dated January 26, 2016:

Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

First Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016:

Incorporated herein

by reference to Exhibit 10.2 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated November 17, 2022, between Thomas E.

Wiseman and the Ohio Valley Bank Company:

Filed herewith.

The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016, between Larry E.

Miller and The Ohio Valley Bank Company:

herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Schedule A to Exhibit 10.6(a) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of Ohio

Valley Banc Corp.:

Miller and The Ohio Valley

Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Exhibit Number

Exhibit Description

Schedule A to Exhibit 10.6(a) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and

executive officers of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

Schedule A to Exhibit 10.6(b) identifying the named executive officers of Ohio Valley Banc Corp.

who executed with The Ohio Valley Bank Company the First Amendment to

The Ohio Valley Bank Company Executive Deferred Compensation Agreement:

Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

who executed with The Ohio Valley Bank Company

the First Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement:

Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File

A to Exhibit Exhibit 10.6(c) identifying other identical Amendment to the Ohio Valley Bank Company Executive Deferred Compensation Agreement between The Ohio Valley Bank Company and named executive officers of Ohio Valley Banc Corp.:

of Compensation for Directors and Named Executive Officers of Ohio Valley Banc Corp.:

2 unchanged sentences

Filed herewith.

Exhibit Number

Exhibit Description

The Ohio Valley Bank Company Supplemental Executive Retirement Plan agreement, dated March 6, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank Company:

Wiseman and The Ohio

Valley Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on March 9, 2012 (File No.

The Ohio Valley Bank Company Fourth Amended and Restated Director Retirement Agreement, dated May 13, 2015, between Brent A.

Saunders and The Ohio Valley Bank Company:

Saunders and The

Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.11 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.10 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of

Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.10 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank

Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.12 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

The Ohio Valley Bank Company Third Amended and Restated Director Deferred Fee Agreement, dated May 13, 2015, between Brent A.

Saunders and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.13 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.12 identifying other identical Third Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of

Ohio Valley Banc Corp.:

Saunders and The

Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.13 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.12 identifying other identical Third Amended and Restated

Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.14 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30,

2015 (File No.

Exhibit Number

Exhibit Description

The Ohio Valley Bank Company Director Retirement Agreement, dated December 14, 2016, between Brent R.

Eastman and The Ohio Valley Bank Company:

Incorporated herein by

reference to Exhibit 10.15 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

Eastman and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.15 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 14, 2016, between Brent R.

Eastman and The Ohio Valley Bank Company:

Incorporated herein by

reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Deferred Fee Agreements for Directors Thomas, Wiseman, Barnitz and Saunders:

Eastman and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Deferred Fee Agreements for Directors Thomas, Wiseman, Barnitz and

Incorporated herein by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Thomas and

Incorporated herein by reference to Exhibit 10.17 to Ohio Valley’s Annual Report on Form 10-K for year ended December 31, 2021 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Barnitz and Saunders:

Incorporated herein by reference to Exhibit 10.21 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

The Ohio Valley Bank Company Director Retirement Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

A to Exhibit 10.19(a) identifying other Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Filed herewith.

Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Thomas and Wiseman:

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

A to Exhibit 10.20(a) identifying other Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Filed herewith.

1 unchanged sentence

Exhibit Description

2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Barnitz and Saunders:

Incorporated herein by reference

to Exhibit 10.21 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

The Ohio Valley Bank Company Director Retirement Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank Company:

Incorporated herein by

reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Schedule A to Exhibit 10.19(a) identifying other Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.22(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2019 (File No.

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit

10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Schedule A to Exhibit 10.20(a) identifying other Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.24(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Ohio Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2021:

Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2022:

Filed herewith.

(Not deemed filed

except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)

(Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)

of Ohio Valley:

7 unchanged sentences

Filed herewith.

Exhibit Number

Exhibit Description

XBRL Instance Document:

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(iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2022 and 2021;

(v) Consolidated

Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019;

(v) Consolidated Statements of

Cash Flows for the years ended December 31, 2022 and 2021;

and (vi) Notes to the Consolidated Financial Statements.

3 unchanged sentences

March 23, 2023

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 16, 2022 by the

following persons on behalf of Ohio Valley and in the capacities indicated.

Chief Executive Officer

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 23, 2023 by the following persons on behalf of Ohio Valley and in the capacities indicated.

President and Chief Executive Officer

(principal executive officer) and Director

1 unchanged sentence

Financial Officer (principal financial officer and principal accounting officer)

Chairman of the Board

/s/Kimberly A.

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