What changed in this filing

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Item 9A. Controls and Procedures

2022-06-15 compared with 2021-06-21 · 44 added, 65 removed, 115 unchanged (49% 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, 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

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, 2022, 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.

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 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

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.

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.

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.

1 unchanged sentence

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, 2022.

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.

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, 2022, the Company’s internal control over financial reporting was effective based on those criteria.

Other Information

There was no information to be disclosed by the Company in a report on Form 8-K during the fourth quarter of fiscal year 2022 that was not so disclosed.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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 2021 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 2022 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.

2 unchanged sentences

Karas, and Jerry C.

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

Stock Market Listing Standards.

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.

3 unchanged sentences

Executive Compensation

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.

The information set forth under the sections captioned “Executive Compensation” and “Directors’ Compensation” in the Company’s Proxy Statement for the 2022 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 2021 Annual Meeting of Stockholders is incorporated herein by

The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders is incorporated herein by reference.

Equity Compensation Plan Information.

The following table summarizes share and exercise price information about the Company’s equity compensation plan as of March 31, 2022:

Plan category

securities to be

restricted stock

available for future

issuance under

securities to be

plans excluding

restricted stock

securities reflected

Plan category

in column (A)

4 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

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

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 2022 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 2021 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 2022 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.

1 unchanged sentence

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.

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)

4 unchanged sentences

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

Lycklama, David Lam,

Capeloto and Steven P.

Lycklama, David Lam, Daniel D.

Cox and Steven P.

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.

Cox and Steven P.

Form of Employment Agreement between the Company and Chris P.

11 unchanged sentences

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

Incentive Plan (11)

2017 Equity Incentive Plan (11)

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

3 unchanged sentences

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;

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, 2022, formatted in Inline Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets;

(b) Consolidated Statements of Income;

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

and (f) Notes to

Consolidated Financial Statements *

and (f) Notes to Consolidated Financial Statements *

(1) 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 February 26, 2021 and incorporated herein by reference.

(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2021 and incorporated herein by reference.

(3) 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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Form 10-K Summary

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.

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.

RIVERVIEW BANCORP, INC.

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(Duly Authorized Representative)

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.

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/ Gerald L.

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June 15, 2022

/s/ Valerie Moreno

Valerie Moreno

June 15, 2022

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