The Board of Directors does not know of any other matter to be presented at
the Annual Meeting other than the proposals discussed in this proxy statement.
Generally, under MCB's bylaws, no business other than the items discussed in
this proxy statement may be transacted at the meeting. However, if any other
matter properly comes before the Annual Meeting, your proxies will act on such a
matter in their discretion.
ELECTION OF DIRECTORS
Our Board of Directors is divided into classes and as a result, the terms of
the directors are staggered. Each class of directors serves a three-year term.
This year the terms of our Class III directors end. Each of the Class III
directors have been nominated to be elected to a new three year term that would
expire in 2006. Each elected director will serve until the end of his term and
the election of a qualified successor. Messrs. Davison, Hernandez and Sumner are
Class III directors and if elected will serve a new three-year term. Earlier in
2002, the Board accepted the resignation of David A. McKinnon from the Board. In
February 2003, the Board accepted the resignation of Paul E. Baltzer, John W.
Melstrom and David F. Shellenbarger.
If any nominee is unavailable for election, the proxy holders may vote for
another nominee proposed by the Board or the Board may reduce the number of
directors to be elected at the Annual Meeting.
The following information is furnished with respect to all of our directors.
The ages of the directors are as of December 31, 2002.
Frank D. Blowers, 55. Mr. Blowers has been the President and Chief Operating
Officer of Michigan Community Bancorp Limited since February 2002. He has also
served as the President and Chief Executive Officer of North Oakland Community
Bank since April 2001 and President and Chief Executive Officer of Lakeside
Community Bank from its inception until April 2001 and again since February
2002. Prior to joining Lakeside, from 1991 to 1997 Mr. Blowers was a Senior Vice
President for First of America Bank, N.A. and was responsible for product sales
for a region with branches that held approximately $750 million in assets. Mr.
Blowers has over 30 years of banking experience and previously served as Senior
Vice President for Security Bank, St. Clair Shores, Michigan. Term expires 2005.
Gary Davison, 50. Since 1988 Mr. Davison has been a partner with the
certified public accounting firm of Davison and Associates. NOMINEE.
Phillip T. Hernandez, 54. Since 1999 Mr. Hernandez has been a self-employed
consultant. From 1991 until 1999 Mr. Hernandez served as President of the
Efficient Sanitation Division of Waste Management of Michigan, Inc., Clinton
Township, Michigan, an environmental waste service company. NOMINEE.
Joseph S. Lentine, 44. Since 1984, Mr. Lentine has served as Vice President
of Marketing and Office Administration for Golden Dental Plans, Inc., Warren,
Michigan, a state-licensed dental care delivery system company. In addition,
since 1979, Mr. Lentine has served as President of LeCom, Inc., Warren,
Michigan, a communications contracting firm. Term expires 2004.
Frederick Maibauer, MD, 60. Dr. Maibauer has served as President of
Rochester Hills Orthopaedics in Rochester, Michigan. Term expires 2004.
Robert R. Peleman, MD, 45. Since 1987, Dr. Peleman has been employed as an
anesthesiologist with Macomb Anesthesia P.C., Mt. Clemens, Michigan, and as head
of the anesthesiology department at St. Joseph's Hospital in Mt. Clemens,
Michigan. Term expires 2005.
Russell M. Shelton, 54. Since 1967, Mr. Shelton has been Chief Executive
Officer and President of Shelton Pontiac-Buick, Inc., an automobile dealership
located in Rochester Hills, Michigan. Term expires 2005.
J. William Sumner, 59. Has been Chairman of the Board of Directors and Chief
Executive Officer of Michigan Community Bancorp Limited since February 2002.
Since 1989, Mr. Sumner has been President of Health Management Systems located
in Eastpointe, Michigan. Health Management Systems provide employee health care
administration and behavioral health programs to various businesses nationwide.
Mr. Sumner is also a member of the Employee Assistance Professionals Association
and the St. John Hospital Men's Guild. NOMINEE.
Jeff Tamaroff, 48. Since 1983 Mr. Tamaroff has served as President of
Jeffrey Buick-Nissan, Tamaroff Dodge and Tamaroff Buick, automobile dealerships
in Southfield and Roseville, Michigan. Term expires 2004.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Rehmann Robson to serve as independent public accountants of Michigan
Community Bancorp for its fiscal year ending December 31, 2003. The Board seeks
to have the shareholders ratify the appointment of Rehmann Robson. Rehmann
Robson has served as the independent public accountants of Michigan Community
Bancorp Limited since December 5, 2002.
On October 8, 2002, the Corporation was notified by Plante & Moran, LLP of
its decision to resign as the Corporation's independent public accountants.
Plante & Moran has not included, in either of the past two years, an adverse
opinion or a disclaimer of opinion, or a qualification or modification as to
uncertainty, audit scope or accounting principles, with respect to financial
statements of the Corporation. During the two most recent fiscal years of the
Corporation ended December 31, 2001, and the subsequent interim periods through
October 8, 2002, there were no disagreements between the Company and Plante &
Moran, LLP on any matter of accounting principles or practices, financial
disclosure or auditing scope or procedure, which disagreements, if not resolved
to Plante & Moran's satisfaction would have caused Plante & Moran to make
reference to the subject matter of the disagreement in connection with its
During 2002, aggregate fees billed or to be billed for professional
services rendered by Rehmann Robson for the audit of the Company's annual
consolidated financial statements for the fiscal year ended December 31, 2002
and the review of financial statements included in the quarterly form 10-Q's
filed with the SEC for that fiscal year were approximately $50,000.
FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION
No professional services were rendered by Rehmann Robson for the year ended
December 31, 2002, with respect to, directly or indirectly, operating or
supervising the operations of, the Company's information systems or managing the
Company's local area network or designing or implementing hardware or software
that aggregates source data underlying the financial statements or generates
information that is significant to the company's financial statements taken as a
ALL OTHER FEES
The aggregate fees billed for services rendered by Rehmann Robson for
services not covered under the two preceding captions were $9,000. These fees
were for services related to information systems risk assessment and network
The Company's Audit and Compliance Committee has concluded that the
provision of services covered under the Caption "All Other Fees" is compatible
with Rehmann Robson maintaining its independence.
Plante Moran served as the independent public accountants of Michigan
Community Bancorp Limited since its inception in January 1998 until October 8,
2002. During 2002, MCB paid Plante & Moran approximately $26,000 for audit fees
and $10,000 for all other fees.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met 15 times during 2002. The Board of Directors of
the Corporation has also established audit and compensation committees. The
Audit Committee met twice during 2002 and the Compensation Committee did not
meet during 2002. All of the Directors attended in excess of 75% of the
aggregate of the total number of meetings of the Board of Directors of the
Corporation and the total number of meetings held by all Committees of the Board
of Directors of the Corporation on which they served during 2002.
The Audit Committee is responsible for reviewing with management the
financial controls, accounting, audit and reporting activities. The Audit
Committee reviews the qualifications of the independent auditors, makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the scope, fees and results of any audit and reviews non-audit
services provided by the independent auditors. The Audit Committee is also
responsible for reviewing any transactions between Michigan Community Bancorp
and its directors, officers, or significant shareholders. The members of the
Audit Committee are Messrs. Davison, Hernandez, Lentine and Tamaroff.
The Compensation Committee is responsible for the administration of all
salary and incentive compensation plans for the officers and key employees of
the Corporation, including bonuses. The Compensation Committee also administers
the Corporation's 1998 Employee Stock Option Plan and the 1998 Non-Employee
Director Stock Option Plan. The members of the Compensation Committee are
Messrs. Peleman, Shelton, and Tamaroff.