What changed in this filing

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Item 9A. Controls and Procedures

2021-06-21 compared with 2020-06-17 · 81 added, 97 removed, 99 unchanged (64% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures :

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities

Exchange Act of 1934 (“Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of

the period covered by this annual report.

The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2020, the Company’s disclosure controls and procedures were effective in ensuring that the information required

to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii)

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its

disclosure controls and procedures.

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934

(“Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by

this annual report.

The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2021, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by

the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud.

A control procedure, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.

Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within the Company have been

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns in controls or procedures can occur because of simple errors or

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any control procedure is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the

degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control procedure, misstatements attributable to errors or fraud may occur and not be detected.

A control procedure, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control procedure are met.

Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns in

controls or procedures can occur because of simple errors or mistakes.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of

the controls.

The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control procedure,

misstatements attributable to errors or fraud may occur and not be detected.

(b) Changes in Internal Controls:

There was no change in the Company’s internal control over financial reporting during the Company’s

most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There was no change in the Company’s internal control over financial

reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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is responsible for establishing and maintaining adequate internal control over financial reporting.

This internal control system has been designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of the Company’s published consolidated financial statements.

This internal control system has been designed to provide reasonable assurance to the Company’s management

and board of directors regarding the preparation and fair presentation of the Company’s published consolidated financial statements.

All 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.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

The management of Riverview Bancorp, Inc.

has assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2021.

To make the assessment, we used the

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

Based on our assessment, we have concluded

that, as of March 31, 2020, the Company’s internal control over financial reporting was effective based on those criteria.

To make the assessment, we used the criteria for effective

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

Based on our assessment, we have concluded that, as of March 31,

2021, the Company’s internal control over financial reporting was effective based on those criteria.

Other Information

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Directors, Executive Officers and Corporate Governance

The information contained under the section captioned "Proposal I ‑ Election of Directors" contained in the Company's Proxy Statement for the 2020 Annual Meeting of Stockholders, and "Part I -

Business -- Executive Officers" of this Form 10-K, is incorporated herein by reference.

The information contained under the section captioned "Proposal I ‑ Election of Directors" contained in the Company's Proxy Statement for the 2021 Annual Meeting of Stockholders, and "Part I - Business -- Executive

Officers" of this Form 10-K, is incorporated herein by reference.

Code of Ethics

The Board of Directors has adopted the Officer and Director Code of Ethics.

The Code of Ethics is applicable to each of the Company’s officers, including the principal executive officer and senior

financial officers, and requires individuals to maintain the highest standards of professional conduct.

The Code of Ethics is applicable to each of the Company’s officers, including the principal executive officer and senior financial officers,

and requires individuals to maintain the highest standards of professional conduct.

A copy of the Code of Ethics is available on the Company’s website at www.riverviewbank.com.

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The Company has a separately-designated standing Audit Committee, composed of Directors Patricia W.

Wills, and Jerry C.

Each member of the Audit Committee is “independent,” as

defined in the Nasdaq Stock Market Listing Standards.

The Company’s Board of Directors has designated Mr.

Olson, Audit Committee Chairman, as its financial expert, as defined in SEC’s Regulation S-K.

Karas, and Jerry C.

Each member of the Audit Committee is “independent,” as defined in the Nasdaq

Stock Market Listing Standards.

The Company’s Board of Directors has designated Mrs.

Eby, Audit Committee Chairman, as its financial expert, as defined in SEC’s Regulation S-K.

Nomination Procedures

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Executive Compensation

The information set forth under the sections captioned "Executive Compensation" and "Directors' Compensation" in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders

(excluding the information contained under the heading “Personnel/Compensation Committee Report,”) is incorporated herein by reference.

The information set forth under the sections captioned "Executive Compensation" and "Directors' Compensation" in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders (excluding the information

contained under the heading “Personnel/Compensation Committee Report,”) is incorporated herein by reference.

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

The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders is

incorporated herein by reference.

The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by

Equity Compensation Plan Information.

The following table summarizes share and exercise price information about the Company’s equity compensation plan as

of March 31, 2020:

The following table summarizes share and exercise price information about the Company’s equity compensation plan as of March 31, 2021:

Plan category

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Certain Relationships and Related Transactions, and Director Independence

The information set forth under the headings “Related Party Transactions” and “Director Independence” under the heading “Meetings and Committees of the Board of Directors and Corporate Governance

Matters – Corporate Governance” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders is incorporated herein by reference.

Governance” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by reference.

Principal Accounting Fees and Services

The information set forth under the section captioned “Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders (excluding the

information contained under the heading of “Report of the Audit Committee”) is incorporated herein by reference.

The information set forth under the section captioned “Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders (excluding the information contained

under the heading of “Report of the Audit Committee”) is incorporated herein by reference.

Exhibits and Financial Statement Schedules

Financial Statements

See “Part II –Item 8.

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Financial Statement Schedules

All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

Purchase and Assumption Agreement among Riverview Community

Bank, a federal savings bank, and Riverview Bancorp, Inc.

a Washington corporation, and MBank, an Oregon state-chartered commercial bank, and Merchants Bancorp, an Oregon corporation (1)

All schedules are omitted because they are not required or applicable, or the required information is

shown in the consolidated financial statements or the notes thereto.

Articles of Incorporation of the Registrant (1)

Bylaws of the Registrant (3)

Amended and Restated Bylaws of the Registrant (2)

Form of Certificate of Common Stock of the Registrant (1)

Description of Riverview

Bancorp, Inc.

Description of Riverview Bancorp, Inc.

Common Stock (3)

Form of Employment Agreement between the Company and the

Bank and each of Kevin J.

Form of Employment Agreement between the Company and the Bank and each of Kevin J.

Lycklama, David Lam,

Capeloto and Steven P.

Form of Change in Control Agreement between the Company

and the Bank and each of Kevin J.

Form of Change in Control Agreement between the Company and the Bank and each of Kevin J.

Lycklama, David Lam, Daniel D.

Capeloto and Steven P.

Form of Employment Agreement between the Company and Chris

Form of Change in Control Agreement between the Company

Form of Employment Agreement between the Company and Chris P.

Form of Change in Control Agreement between the Company and Chris P.

Employee Stock Ownership Plan (6)

2003 Stock Option Plan (7)

Form of Incentive Stock Option Award Pursuant to 2003

Stock Option Plan (8)

Form of Non-qualified Stock Option Award Pursuant to

2003 Stock Option Plan (8)

Form of Incentive Stock Option Award Pursuant to 2003 Stock Option Plan (8)

Form of Non-qualified Stock Option Award Pursuant to 2003 Stock Option Plan (8)

Deferred Compensation Plan (9)

2017 Equity Incentive Plan (10)

Form of Incentive Stock Option Award Agreement under the

Riverview Bancorp, Inc.

2017 Equity Incentive Plan (11)

Form of Non-Qualified Stock Option Award Agreement under

the Riverview Bancorp, Inc.

Form of Incentive Stock Option Award Agreement under the Riverview Bancorp, Inc.

Equity Incentive Plan (11)

Form of Restricted Stock Award Agreement under the

Riverview Bancorp, Inc.

Form of Non-Qualified Stock Option Award Agreement under the Riverview Bancorp, Inc.

Equity Incentive Plan (11)

Form of Restricted Stock Unit Award Agreement under the

Riverview Bancorp, Inc.

Form of Restricted Stock Award Agreement under the Riverview Bancorp, Inc.

Incentive Plan (11)

Form of Restricted Stock Unit Award Agreement under the Riverview Bancorp, Inc.

Equity Incentive Plan (11)

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Subsidiaries of Registrant *

Consent of Independent

Registered Public Accounting Firm *

Certification of Chief

Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *

Certification of Chief

Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *

Certification of Chief Executive

Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act *

The following materials from Riverview Bancorp Inc.’s Annual Report on Form 10-K for the year ended March 31, 2020, formatted on Extensible Business

Reporting Language (XBRL) (a) Consolidated Balance Sheets;

Consent of Independent Registered Public Accounting Firm *

Certification of Chief Executive Officer Pursuant to Section 302 of

the Sarbanes-Oxley Act *

Certification of Chief Financial Officer Pursuant to Section 302 of

the Sarbanes-Oxley Act *

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act *

The following materials from Riverview Bancorp Inc.’s Annual Report on Form 10-K for the year ended March 31, 2021, formatted on Extensible Business Reporting Language (XBRL) (a)

Consolidated Balance Sheets;

(b) Consolidated Statements of Income;

(d) Consolidated Statements of Shareholders’ Equity (e) Consolidated Statements of Cash

and (f) Notes to Consolidated Financial Statements *

Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2016 and incorporated herein by reference.

(d) Consolidated Statements of Shareholders’ Equity (e) Consolidated Statements of Cash Flows;

and (f) Notes to

Consolidated Financial Statements *

Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Registration No.

333-30203), and incorporated herein by reference.

Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2019 and incorporated herein by reference.

Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 26, 2021 and incorporated herein by reference.

Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2020, and incorporated herein by reference.

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Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2017 and incorporated herein by reference.

Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1998, and incorporated herein by reference.

Filed as an exhibit to the Registrant’s Definitive Annual Meeting Proxy Statement (000-22957), filed with the Commission on June 5, 2003, and incorporated herein by reference.

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Code of Conduct.

Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2020, and incorporated herein by reference.

Filed herewith

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(Duly Authorized Representative)

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/ Patrick Sheaffer

Patrick Sheaffer

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/ Gerald L.

Chairman of the Board

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/s/ David Lam

/s/ Bradley J.

Executive Vice President and

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June 18, 2021

/s/ David Nierenberg

/s/ Bradley J.

David Nierenberg

/s/ Patrick Sheaffer

Patrick Sheaffer

June 18, 2021

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June 18, 2021

/s/ Gerald L.

/s/ Stacey A.

/s/ Patricia W.

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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