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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-30 · 51 added, 32 removed, 91 unchanged (48% of the section changed)

7 unchanged sentences

(b) Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Richmond Mutual Bancorporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The Company's internal control over financial reporting is a process designed to provide reasonable assurance to the Company's management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and circumvention or overriding of controls.

Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2020.

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

Based on this assessment, we concluded that, as of December 31, 2020, the Company's internal control over financial reporting was effective based on those criteria.

As required by Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As required by Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

11 unchanged sentences

Executive Officers

Information concerning our executive officers is contained under the heading "Information About Our Executive Officers"

under Part I, Item 1 of this Form 10-K and is incorporated herein by reference.

Information concerning our executive officers is contained under the heading "Information About Our Executive Officers" under Part I, Item 1 of this Form 10-K and is incorporated herein by reference.

Code of Ethics

1 unchanged sentence

You may obtain a copy of the code of ethics free of charge by writing to the Corporate Secretary of Richmond Mutual Bancorporation, Inc., 31 North 9th Street, Richmond, Indiana 47374 or by calling (765) 962-2581.

In addition, the code of ethics is available on our websites at www.firstbankrichmond.com or www.mutualbancorp.com by clicking the link “About Us,” then scrolling down and clicking the link "Investor Relations."

Corporate Governance

5 unchanged sentences

During 2020, the Audit Committee was comprised of Directors W.

Ray Stevens (Chair), E.

Michael Blum, Jeffrey A.

Ray Stevens (Chair), Harold T.

Hanley III, Jeffrey A.

Jackson, and Lindley S.

Mann, each of whom is "independent"

as that term is defined for audit committee members in the Nasdaq Rules.

The Board of Directors has determined that Director Jackson is an "audit committee financial expert"

as defined in Item 407(e) of Regulation S-K of the Securities and Exchange Commission and that all of the Audit Committee members meet the financial literacy requirements under the NASDAQ listing standards.

Additional information concerning the Audit Committee is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2020 (except for information contained under the heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Mann, each of whom was "independent" as that term is defined for audit committee members in the Nasdaq Rules.

Stevens passed away during 2020 and was replaced by Kathryn Girten, with Jeffrey A.

Jackson serving as Audit Committee Chair.

The Board of Directors has determined that Director Jackson is an "audit committee financial expert" as defined in Item 407(e) of Regulation S-K of the Securities and Exchange Commission and that all of the Audit Committee members meet the financial literacy requirements under the NASDAQ listing standards.

Additional information concerning the Audit Committee is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2021 (except for information contained under the heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Delinquent Section 16(a) Reports.

Information concerning delinquent Section 16 reports is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2021, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Executive Compensation

Information concerning executive compensation is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2020 (except for information contained under the heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Information concerning executive compensation is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2021 (except for information contained under the heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) Securities Authorized for Issuance under Stock-Based Compensation Plans

As of December 31, 2019, we did not have any compensation plans which are required to be reported pursuant to this Item.

The following table sets forth information as of December 31, 2020 with respect to the Company’s equity incentive plan which was approved by the Company’s shareholders.

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (1)

Equity Incentive Plan approved by security holders 1,095,657 $ 10.53 348,983

Equity Incentive Plan not approved by security holders — — —

Total 1,095,657 $ 10.53 348,983

(1) Includes 91,978 shares available for issuance for stock awards, other than awards of stock options and stock appreciation rights.

(b) Security Ownership of Certain Beneficial Owners

7 unchanged sentences

Principal Accounting Fees and Services

Information concerning principal accountant fees and services is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2020 (except for information contained under the heading "Report of the Audit Committee") a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Information concerning principal accountant fees and services is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held in May 2021 (except for information contained under the heading "Report of the Audit Committee") a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Exhibits and Financial Statement Schedules

12 unchanged sentences

(b) Exhibits:

Plan of Reorganization and Stock Offering of First Mutual of Richmond, Inc.

(incorporated by reference to Exhibit 2.0 of the Company’s Registration Statement on Form S-1 (Commission File No.

Charter of Richmond Mutual Bancorporation, Inc.

4 unchanged sentences

(incorporated by reference to Exhibit 4.0 of the Company’s Registration Statement on Form S-1 (Commission File No.

Description of Registrant’s Securities

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No.

Form of Non-Qualified Deferred Compensation Plan for Garry Kleer (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (Commission File No.

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.01 of the Company’s Registration Statement on Form S-1 (Commission File No.

Richmond Mutual Bancorporation, Inc.

2020 Equity Incentive Plan (included as Appendix A to the Registrant’s definitive proxy statement filed with the SEC on July 28, 2020 (File No.

001-38956) and incorporated herein by reference).

Form of Incentive Stock Option Award Agreement under the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 (Commission File No.

333-248862)).

Form of Non-qualified Stock Option Award Agreement under the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-8 (Commission File No.

333-248862)).

Form of Restricted Stock Award Agreement under the 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-8 (Commission File No.

333-248862)).

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Power of Attorney (set forth on signature page)

9 unchanged sentences

Maryland corporation

March 30, 2020

March 31, 2021 By:

Chairman of the Board, President and Chief Executive Officer (Duly Authorized Representative)

4 unchanged sentences

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 of the Board, President and Chief Executive Officer (Principal Executive Officer)

Signatures Title Date

Kleer Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

March 31, 2021

/s/ Donald A.

Executive Vice President and Chief Financial Officer

Benziger Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 31, 2021

March 30, 2020

Michael Blum Director March 31, 2021

/s/ Harold T.

March 30, 2020

Hanley III Director March 31, 2021

/s/ Jeffrey A.

March 30_, 2020

Jackson Director March 31, 2021

/s/ Lindley S.

March 30, 2020

Ray Stevens, III

March 30, 2020

Mann Director March 31, 2021

/s/ Kathryn Girten

Kathryn Girten

March 30, 2020

Kathryn Girten Director March 31, 2021

Lynn Wetzel Director March 31, 2021

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