WEST BANCORPORATION, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 2003
To the Shareholders of West Bancorporation, Inc.:
You are cordially invited to attend the annual shareholders' meeting of West
Bancorporation, Inc. to be held in the conference room at the headquarters of
the Iowa Independent Bankers, located at 1603 22nd Street, Suite 202, West Des
Moines, Iowa, on Wednesday, April 30, 2003, at 5:00 p.m., for the following
purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting and
until their successors are elected and have qualified;
2. To ratify the appointment of McGladrey & Pullen, LLP as independent
auditors for West Bancorporation, Inc. for the year 2003; and
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
In addition, we will report to you on the business and results of operations for
2002. The 2002 summary annual report and appendix to the proxy statement,
including financial statements, are enclosed for your information.
The Board of Directors of the Company has fixed the close of business on
February 24, 2003, as the record date for determination of shareholders entitled
to notice of and to vote at the Annual Meeting and at any and all adjournments
thereof. A list of such shareholders will be maintained at the offices of West
Bancorporation, Inc., at 1601 22nd Street, West Des Moines, Iowa, during the
ten-day period preceding the Annual Meeting.
TO INSURE YOUR REPRESENTATION AT THE MEETING, THE BOARD OF DIRECTORS REQUESTS
THAT YOU MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE. Prompt return of your proxy will be appreciated. Your vote is
important no matter how many shares you own. We hope you will be able to attend
the meeting in person.
By Order of the Board of Directors
/s/ David L. Miller
-----------------------------------
David L. Miller
Chairman Emeritus
March 10, 2003
1
WEST BANCORPORATION, INC.
1601 22nd Street
West Des Moines, IA 50266
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 30, 2003
This Proxy Statement is furnished to shareholders of West Bancorporation, Inc.,
an Iowa corporation, (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Shareholders to be held on Wednesday, April 30, 2003, at 5:00 o'clock p.m.,
local time, in the conference room at the headquarters of the Iowa Independent
Bankers at 1603 22nd Street, Suite 202, West Des Moines, Iowa, and at any
adjournment or postponement thereof (the "Meeting"). This Proxy Statement and
form of Proxy enclosed herewith are first being sent to the shareholders of the
Company entitled thereto on or about March 10, 2003.
Only shareholders of record at the close of business on February 24, 2003, are
entitled to notice of and to vote at the Meeting. There were 16,060,271 shares
of the Company's Common Stock (the "Common Stock") outstanding at the close of
business on that date, all of which will be entitled to vote at the Meeting. The
presence, in person or by proxy, of the holders of a majority of such
outstanding shares is necessary to constitute a quorum for the transaction of
business at the Meeting. Holders of the shares of Common Stock are entitled to
one vote per share standing in their names on the record date on all matters to
properly come before the Meeting. If the holder of shares abstains from voting
on any matter, or if shares are held by a broker which has indicated that it
does not have discretionary authority to vote on a particular matter, those
shares will be considered to be present for the purpose of determining whether a
quorum is present, but will not be counted as votes cast with respect to any
matter to come before the Meeting and will not affect the outcome of any matter.
If the accompanying Proxy is properly signed and returned and is not withdrawn
or revoked, the shares represented thereby will be voted in accordance with the
instructions indicated thereon. If the manner of voting such shares is not
indicated on the Proxy, the shares will be voted FOR the election of the
nominees for directors named herein. Election of any nominee for director and
ratification of the independent auditors will require the affirmative vote of a
majority of those shares voting at the Meeting in person or by proxy.
The Company will bear the cost of solicitation of proxies. In addition to the
use of the mails, proxies may be solicited by officers, directors and regular
employees of the Company, without extra compensation, by telephone, e-mail,
facsimile or personal contact. It will greatly assist the Company in limiting
expense in connection with the Meeting if any shareholder who does not expect to
attend the Meeting in person will return a signed Proxy promptly.
A shareholder may revoke his or her Proxy at any time prior to the exercise
thereof by filing with the Secretary of the Company at the Company's principal
office at 1601 22nd Street, West Des Moines, Iowa 50266, Attn: Secretary, either
a written revocation of the Proxy or a duly executed Proxy bearing a later date.
A shareholder may also withdraw the Proxy by attending the Meeting and voting in
person. Attendance at the Meeting without voting in person will not serve as the
revocation of a Proxy.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of eleven members. The
term for the persons elected as directors is until the next Annual Meeting of
Shareholders and until their successors are duly elected and qualified or until
their earlier resignation, removal from office, death or incapacitation.
The By-laws of the Company provide that the number of directors of the Company
shall not be less than five and not greater than 15. The Board has currently set
the size at eleven members.
The Board of Directors recommends a vote FOR the nominees listed in the table on
the next page.
Proxies in the accompanying form will be voted FOR the election of these
individuals, unless contrary instructions are given thereon. If any nominee or
nominees shall become unavailable for election, it is intended that the proxies
will be voted for the election of the substitute nominees as the Board of
Directors may propose. Any shareholder has the option to withhold authority to
vote for all nominees for directors, or to withhold authority to vote for
individual nominees for directors. The effect on the election of directors of
casting votes against nominees or of withholding authority to vote for nominees
is that the shareholder is considered present at the meeting and considered for
meeting quorum requirements, but the vote is not a vote in favor of the nominee
for purposes of determining whether the nominee has received the favorable vote
of a majority of shares present at the meeting needed for the election.
Information concerning the nominees for election, including their age, year
first elected a director and business experience of each during the previous
five years as of February 24, 2003, is set forth in the following table. Each of
the nominees is currently serving as a director of the Company and its
subsidiary, West Des Moines State Bank ("West Bank" or "Bank"), except Thomas E.
Stanberry, who is not currently a director of West Bank. Mr. Stanberry has been
nominated for election at the Bank's annual meeting in May 2003.
3
NOMINEES
Has Served
Name as a Director Position with company and its
(Age) Since Subsidiary and/or Principal Occupation
------------------------------------------------------------------------------------------------------------------
Frank W. Berlin 1995 Director of Company and Bank;
(Age 57) President, Frank W. Berlin & Associates,
West Des Moines, Iowa
Steven G. Chapman 1994 Director of Company and Bank;
(Age 51) President and Chief Executive Officer,
ITA Group, Inc., West Des Moines, Iowa
Michael A. Coppola 1996 Director of Company and Bank;
(Age 46) President, Coppola Enterprises, Inc.,
West Des Moines, Iowa
Orville E. Crowley 1984 Director of Company and Bank;
(Age 76) President and Chief Operating Officer,
Linden Lane Farms Company, Cumming, Iowa
Raymond G. Johnston 1986 Director of Company and Bank;
(Age 74) Vice Chairman of Company
David L. Miller 1984 Director and Chairman Emeritus of Company;
(Age 70) Director and Vice Chairman of Bank
David R. Milligan 2002 Director and Executive Vice President of Company;
(Age 55) Director, Chairman and Chief Executive Officer
of the Bank
Robert G. Pulver 1984 Director of Company and Bank;
(Age 55) Chairman, President and CEO,
All State Industries, Inc., Des Moines, Iowa
Thomas E. Stanberry 2003 Director and Chairman, President and Chief Executive
(Age 48) Officer of Company
Jack G. Wahlig 2001 Director of Company and Bank;
(Age 70) President, Integrus Financial, L.C.,
West Des Moines, Iowa
Connie Wimer 1985 Director of Company and Bank;
(Age 70) Owner/Publisher, Business Publications Corporation
Des Moines, Iowa
In addition to the positions listed above, the nominees were employed in the
following capacities during the past five years. David L. Miller served as
Chairman, President and Chief Executive Officer of the Company from 1984 until
his retirement on February 28, 2003 and served as Chief Executive Officer of the
Bank from 1969 to December 2001. Prior to 2002, David R. Milligan served as
Executive Vice President and General Counsel of the Bank. His employment began
in 1980. Mr. Stanberry served in a variety of capacities, most recently as
Managing Director and Senior Investment Banker, with U.S. Bancorp Piper Jaffray
for the past 14 years until February 2003. Mr. Stanberry joined the Company
effective March 1, 2003. Connie Wimer served as President of Iowa Title Company
until her retirement in November 2001.
None of the above nominees hold a directorship in any other company with a class
of securities registered pursuant to Section 12 or subject to Section 15(d) of
the Securities Exchange Act or registered as an investment company under the
Investment Company Act of 1940.
Meetings of the Board of Directors and Committees
The Board of Directors holds regular quarterly meetings and held four such
meetings during 2002. The Board of Directors also held two special meetings
during 2002. During 2002, each of the directors of the Company attended at least
75% of all meetings of the Board of Directors and meetings of committees to
which such director was appointed.
The Board of Directors has established the Audit Committee and the Compensation
Committee as standing committees of the Board of Directors. The Board of
Directors has not established a nominating committee. Additional information
concerning each of the committees and the directors serving on them are
described below.
4
During 2002, the Audit Committee consisted of Jack G. Wahlig, who acted as
Chairperson, Frank W. Berlin and Connie Wimer. The Audit Committee recommends
independent auditors to the board, reviews with the independent auditors the
plan, scope and results of the auditors' services and reviews the Company's
financial reporting and internal control functions. In addition, the Audit
Committee is expected to monitor the quality of the Company's accounting
principles and financial reporting as well as the independence of, and the
non-audit services provided by, the Company's independent accountants. During
2002, the Board of Directors adopted a written Audit Committee Charter. A copy
of the Charter is attached to this Proxy Statement as Exhibit 1. The Audit
Committee met four times during 2002.
During 2002, the Compensation Committee consisted of Connie Wimer, who acted as
Chairperson, Orville E. Crowley and Robert G. Pulver. This Committee reviews the
Company's compensation and benefit policies, including the individual salaries
of the executive officers and makes recommendations to the Board of Directors as
to the salary of the Chief Executive Officer. During 2002, the Committee was
also involved in succession planning for the Chief Executive Officer position.
The Compensation Committee met seven times during 2002.
The Board of Directors performs the duties normally performed by a nominating
committee. The Board of Directors will consider, as part of its nomination
process, any nominee submitted by a shareholder of the Company. No formal
procedure for submitting such nominations has been established by the Board of
Directors.
Compensation of Directors
The Directors of the Company were not paid a fee by the Company during 2002.
Directors of the Company also serve as directors of the Bank and received fees
during 2002 of $350 for each meeting attended (ten meetings held) plus $2,400
per year and $300 for other committee meetings attended. Directors who are also
officers of the Company do not receive director's fees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERS
The following table sets forth the shares of common stock of the Company (the
"Common Stock") beneficially owned as of February 24, 2003, by each director of
the Company, each executive officer listed in the Summary Compensation Table and
by all directors and executive officers (including the named executive officers)
as a group.
Shares Beneficially Percent of Total
Name Owned (1) (2) Shares Outstanding
--------------------------------------------------------------------------------
Frank W. Berlin 32,500 *
Steven G. Chapman 15,000 *
Michael A. Coppola 22,500 *
Orville E. Crowley (3) 120,870 *
Raymond G. Johnston (4) 29,542 *
David L. Miller (5) 646,330 4.02%
David R. Milligan 24,500 *
Robert G. Pulver (6) 66,076 *
Thomas E. Stanberry 1,800 *
Jack G. Wahlig - *
Connie Wimer 28,800 *
Joyce A. Chapman 113,116 *
Sharen K. Surber 27,500 *
Brad L. Winterbottom 7,614 *
Executive officers and directors
as a group (15 persons) 1,138,348 7.09%
* Indicates less than 1% ownership of outstanding shares.
(1) Shares "beneficially owned" include shares owned by or for, among others,
the spouse and/or minor children of the named individual and any other
relative who has the same home as such individual, as well as other shares
with respect to which the named individual has or shares voting or
investment power. Beneficial ownership may be disclaimed as to certain of
the shares.
(2) Except as otherwise indicated in the following notes, each named individual
owns his or her shares directly, or indirectly through a self-directed IRA
or the Company's profit sharing plan, and has sole investment and voting
power with respect to such shares.
(3) Mr. Crowley disclaims any beneficial ownership of 270,000 shares held in
his spouse's name.
(4) Mr. Johnston disclaims any beneficial ownership of 11,700 shares held in
his spouse's name.
(5) Mr. Miller disclaims any beneficial ownership of 103,500 shares held in his
spouse's name.
(6) Mr. Pulver disclaims any beneficial ownership of 24,000 shares held in his
spouse's and minor children's names.
5
OTHER BENEFICIAL OWNERS
The following table sets forth certain information on each person who is known
to the Company to be the beneficial owner as of February 24, 2003, of more than
five percent of the Common Stock.
Shares Beneficially Percent of Total
Name and Address Owned Shares Outstanding
--------------------------------------------------------------------------------
Robert G. Horner 915,742 5.70%
1104 Tulip Tree Lane
West Des Moines, IA 50266
The Jay Newlin Trust 945,082 5.88%
6165 NW 86th St., #114
Johnston, IA 50131
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
directors and executive officers and persons who own more than 10 percent of the
Company's Common Stock file initial reports of ownership and reports of changes
of ownership with the Securities and Exchange Commission and NASDAQ. Specific
due dates for these reports have been established, and the Company is required
to disclose in its Proxy Statement any failure to file by these dates during the
Company's 2002 fiscal year.
All the applicable filing requirements were satisfied by the officers and
directors during 2002. In making this statement, the Company is relying upon
written representations of its incumbent officers and directors and copies of
applicable reports furnished to the Company.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid to the named executive
officers for services rendered in the fiscal years ended December 31, 2002, 2001
and 2000. All compensation was paid by the Bank for services rendered as
executive officers of the Bank. No compensation was paid by the Company to these
named executive officers. Bonus amounts are shown in the year paid.
SUMMARY COMPENSATION TABLE
Name
and Current Base All Other
Position Year Salary Bonus Compensation (1)
-------------------------------------------------------------------------------------------------------------
David L. Miller, Chairman Emeritus of the 2002 $106,295 $454,626 $17,656
Company and Vice Chairman of the Bank (2) 2001 126,000 623,020 16,496
2000 124,500 771,690 15,300
David R. Milligan, Executive Vice President 2002 $167,000 $18,340 $16,886
of the Company and Chairman and Chief 2001 142,000 22,840 14,462
Executive Officer of the Bank 2000 122,327 6,447 11,476
Brad L. Winterbottom, President of the 2002 $163,000 $18,260 $19,509
Bank 2001 157,500 23,150 15,884
2000 139,837 7,797 12,995
Sharen K. Surber, Executive Vice President 2002 $101,000 $10,020 $10,371
of the Bank 2001 98,000 11,960 10,061
2000 91,819 1,836 8,640
Joyce A. Chapman, Vice President and 2002 $99,000 $9,980 $10,161
Treasurer of the Company and Executive 2001 96,000 11,920 9,844
Vice President of the Bank 2000 89,744 1,795 8,439
(1) Consists entirely of contributions made by the Company on behalf of the
named executive officer to the Company's 401(k) Profit Sharing Plan except
for the following amounts for 2002, 2001 and 2000, respectively, which
represent premiums on group term life insurance coverage: Miller - $467,
$486 and $471; Milligan - $604, $254 and $199; Winterbottom - $203, $130
and $109; Surber - $263, $253 and $217; and Chapman - $253, $237 and $206.
(2) Mr. Miller served as Chairman, President and Chief Executive Officer of the
Company throughout 2002. His retirement became effective on February 28,
2003.
6
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors reviews the Company's
compensation and benefit policies, including the individual salaries of the
executive officers, and submits recommendations to the Board of Directors.
Executive Officer Compensation
The Compensation Committee has established a compensation program consisting of
an annual base salary and the opportunity to earn incentive compensation. The
base salaries are intended to be competitive and consistent with amounts paid to
executives performing similar functions in comparable companies. The incentive
compensation is contingent upon the attainment of targeted net income and
personal performance objectives established early in the year.
Chief Executive Officer Compensation
The compensation arrangement for Mr. David L. Miller, Chief Executive Officer of
the Company during 2002 was comprised of two components. The first component was
a salary of $106,295 per year that is part of a lifetime employment agreement
entered into between the Bank and Mr. Miller in 2000. The second component was
an incentive payment equal to 2% of the net income of the Bank for the year
2002, payable in 2003. In 2001, the incentive component was 3% of the net income
of West Bank. This was payable to Mr. Miller in 2002 and amounted to $452,500.
In years subsequent to 2002, the incentive component will no longer be
effective.
The Compensation Committee of the Company believes the Chief Executive Officer
and other executive officers of the Company and the Bank receive appropriate
compensation for their responsibilities and the resulting financial performance
of the Company. The Compensation Committee is composed of three independent
directors.
Connie Wimer, Chair
Orville E. Crowley
Robert G. Pulver
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are set forth in the preceding
section. There are no members of the Compensation Committee who were officers or
employees of the Company or the Bank during the fiscal year, who were previously
officers or employees of the Company or the Bank, or had any relationship
otherwise requiring disclosure hereunder.
EMPLOYMENT CONTRACTS
The executive officers named in the Summary Compensation Table, with the
exception of Mr. Miller, have entered into employment contracts with the Bank.
The provisions are similar for each executive, except for salary which is shown
in the table above, and call for compensation in the event of a change in
control of up to two year's salary, compensation in certain cases of termination
by the Company and by the executive, and an agreement by the executive not to
compete against the Company during the term of the executive's employment and
for a period of one year after termination of the agreement, in the event of
voluntary termination by the employee. The term of the individual contracts
ranges from one to three years.
EMPLOYMENT AGREEMENT
Mr. Miller's employment arrangement is covered under an employment agreement
with the Bank whereby, in exchange for advisory services, he receives
compensation of $106,295 per year, indexed for inflation. In addition, under the
agreement, Mr. Miller is entitled to certain other benefits including club
memberships, a company car every two years, not to exceed a cost of $30,000,
trust services provided by the Bank, and legal and accounting services up to a
cost of $10,000 annually. The agreement continues until the death of Mr. Miller
unless terminated by the Bank for material breach by Mr. Miller or in the event
he is convicted of a felony, or by Mr. Miller for material breach by the Bank.
For the year 2002, the agreement also called for Mr. Miller to receive incentive
compensation equal to 2% of the net income of the Bank. In years subsequent to
2002, the incentive component will no longer be effective.
EMPLOYEE BENEFIT PLANS
The Company sponsors a 401(k) profit sharing plan covering substantially all of
its employees. The plan was originally established as a profit sharing plan
effective January 1, 1965. It was amended to add 401(k) provisions as of April
15, 2000. The plan allows for employee contributions that are employer matched
up to certain levels. The plan provides for profit sharing contributions as the
Board of Directors determines annually.
7
LOANS TO DIRECTORS AND OFFICERS AND OTHER TRANSACTIONS WITH DIRECTORS AND
OFFICERS
Certain directors and executive officers of the Company, their associates or
members of their families, were customers of, and have had transactions with,
the Bank from time to time in the ordinary course of business, and additional
transactions may be expected to take place in the ordinary course of business in
the future. All loans and commitments included in such transactions have been
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons.
In the opinion of management of the Company, such loan transactions do not
involve more than the normal risk of collectability or present other unfavorable
features.
The Bank leases two branch facilities from a company that is 33 1/3% owned by
Mr. Coppola. Mr. Coppola also serves as the president of the lessor. Annual
lease payments on those two branch facilities totaled approximately $149,000 for
2002. One lease expires in 2004 and the other expires in 2018. Both leases
contain options to renew for up to 25 additional years. Terms of the leases were
consummated prior to Mr. Coppola being named a Director in 1996.
STOCK PRICE PERFORMANCE GRAPH
The following performance graph provides information regarding cumulative,
five-year return on an indexed basis of the Common Stock as compared with the
NASDAQ - Total US Index and the SNL Midwest Bank Index prepared by SNL Financial
L.C. of Charlottesville, Virginia. The latter index reflects the performance of
bank holding companies operating principally in the Midwest as selected by SNL
Financial. The indexes assume the investment of $100 on December 31, 1997 in the
Common Stock, the NASDAQ - Total US Index and the SNL Midwest Bank Index, with
all dividends reinvested. The Company's stock price performance shown in the
following graph is not indicative of future stock price performance.
[OBJECT OMITTED]
Period Ending
Index 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-----------------------------------------------------------------------------------------
West Bancorporation, Inc. 100.00 128.00 123.63 109.15 122.41 164.47
NASDAQ - Total US* ....... 100.00 140.99 261.48 157.42 124.89 86.33
SNL Midwest Bank Index ... 100.00 106.37 83.57 101.20 103.43 99.77
* Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2003. Used with permission. All rights
reserved.
PROPOSAL 2
RATIFICATION OF AUDITORS' APPOINTMENT
The Board of Directors of the Company, at the recommendation of the Audit
Committee, has approved the accounting firm of McGladrey & Pullen, LLP,
independent certified public accountants, as the principal accountant for the
Company. McGladrey & Pullen, LLP, will conduct the audit examination of the
Company and its subsidiary for 2003. McGladrey & Pullen, LLP was also the
principal accountant and performed the audit in 2002.
A representative from McGladrey & Pullen, LLP is expected to be present at the
Annual Meeting of Shareholders. He will have the opportunity to make a statement
if he desires to do so and is expected to be available to respond to appropriate
questions from shareholders.
The Board recommends that shareholders vote FOR the ratification of the
appointment of McGladrey & Pullen, LLP as independent auditors for 2003. In the
absence of instructions to the contrary, proxies solicited by the Board of
Directors will be voted FOR ratification of the appointment of McGladrey &
Pullen, LLP as independent auditors.
8
INDEPENDENT PUBLIC ACCOUNTANTS
Audit Fees:
The aggregate fees billed for professional services rendered by McGladrey &
Pullen, LLP for the audit of the Company's annual financial statements for the
2002 fiscal year and the reviews of the financial statements included in the
Company's Forms 10-Q for that fiscal year were $47,800.
Financial Information Systems Design and Implementation Fees:
There were no fees billed by McGladrey & Pullen, LLP for professional services
for financial information systems design and implementation for the 2002 fiscal
year.
All Other Fees:
The aggregate fees billed for services rendered by McGladrey & Pullen, LLP and
its associated entity RSM McGladrey, Inc. other than the services covered in the
preceding two paragraphs for the 2002 fiscal year were $40,500. Of this amount
$29,700 was for assistance in the preparation and filing of Form 10, $10,800 was
for a review of the information security policy and tax return preparation and
review.
Independence:
The Audit Committee has considered whether the non-audit services provided by
McGladrey & Pullen, LLP and its associated entity RSM McGladrey, Inc. to West
Bancorporation, Inc. are compatible with maintaining the independence of
McGladrey & Pullen, LLP and concluded that the independence of McGladrey &
Pullen, LLP is not compromised by the provision of such services.
REPORT OF THE AUDIT COMMITTEE
The incorporation by reference of this Proxy Statement into any document filed
with the Securities and Exchange Commission by West Bancorporation, Inc. shall
not be deemed to include the following report unless such report is specifically
stated to be incorporated by reference into such document.
The Audit Committee of the Board of Directors hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements for the year ended December 31, 2002 (the "Audited Financial
Statements") with the Company's management.
2. The Audit Committee has discussed with McGladrey & Pullen, LLP, the
Company's independent accountants, the matters required to be discussed by
Statement on Auditing Standards No. 61 and No. 90(Communication with Audit
Committees), as in effect on the date of this Proxy Statement.
3. The Audit Committee has received the written disclosures and the letter
from McGladrey & Pullen, LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), as in
effect on the date of this Proxy Statement, and has discussed with
McGladrey & Pullen, LLP its independence.
4. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of the
Company, and the Board has approved, that the Audited Financial Statements
be included in West Bancorporation, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 2002, for filing with the Securities and
Exchange Commission.
The committee is comprised solely of independent directors.
The undersigned members of the Audit Committee have submitted this report.
Jack G. Wahlig, Chair
Frank W. Berlin
Connie Wimer
9
GENERAL MATTERS
The Company will provide, when available, without charge to each shareholder
solicited, upon the written request of any such shareholder, a copy of its
annual report on Form 10-K as filed with the Securities and Exchange Commission,
including the financial statements, for the fiscal year ended December 31, 2002.
Such written request should be directed to Douglas R. Gulling, Chief Financial
Officer, West Bancorporation, Inc., 1601 22nd Street, West Des Moines, Iowa
50266. It will also be available on the Securities and Exchange Commission's
Internet web site at http://www.sec.gov/index.htm.
SHAREHOLDER PROPOSALS
In order for any proposals of shareholders pursuant to the procedures prescribed
in Rule 14a-8 under the Securities Exchange Act of 1934 to be presented as an
item of business at the Annual Meeting of Shareholders of the Company to be held
in 2004, the proposal must be received at the Company's principal executive
offices no later than November 11, 2003. To be included in the Company's proxy
statement, the shareholder must be a holder of record or beneficial owner of at
least $2,000 in market value or one percent of the Company's shares entitled to
be voted on the proposal and have held the shares for at least one year and
shall continue to hold the shares through the date of the Meeting. Either you,
or your representative who is qualified under state law to present the proposal
on your behalf, must attend the meeting to present the proposal. A shareholder
proposal submitted outside the procedures prescribed in Rule 14a-8 shall be
considered untimely unless received no later than January 24, 2004.
OTHER MATTERS
Management does not know of any other matters to be presented at the meeting,
but should other matters properly come before the meeting, the proxies will vote
on such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ Alice A. Jensen
----------------------------------------
Alice A. Jensen, Secretary
March 10, 2003
10
EXHIBIT 1
WEST BANCORPORATION, INC.
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial reporting process and systems of
internal control of the Company, (2) the compliance of the Company with legal
and regulatory requirements and (3) the independence and performance of the
Company's internal and external auditors.
The Audit Committee shall be comprised of at least three directors as
determined by the Board, each of whom shall meet the independence and expertise
requirements of the NASD.
The Audit Committee shall have the authority to conduct any
investigation appropriate to fulfilling its responsibilities. The Audit
Committee may request any officer or employee of the Company, the Company's
outside counsel, the internal auditor, or external auditor to attend a meeting
of the Committee or to meet with any members of the Committee.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
2. Review the Company's annual audited financial statements prior to filing or
distribution. Discuss with management and external auditors significant
issues regarding accounting principles, practices and judgments.
3. Be available (or designate the Chairman of the Audit Committee to be
available) at the request of either the external auditors, management, or
the Board to discuss the Company's quarterly financial results or other
items required to be communicated by the external auditors under SAS No. 61
or SAS No. 90 either before earnings release or before filing as considered
appropriate in the circumstances.
4. Review significant findings reported by the external auditors and the
internal auditor together with management's response.
5. Recommend to the Board the appointment of the external auditor, which firm
is ultimately accountable to the Audit Committee and the Board. Report to
the Board the committee's evaluation of the performance of the external
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the external auditor.
6. Receive and review the appropriate annual engagement letter and approve the
fees and other compensation to be paid to the external auditor.
7. Discuss with the external auditor the matters required to be discussed by
Statement on Auditing Standards No. 61 and 90 relating to the conduct of
the audit. Such review should also include:
(a) Any problems or difficulties encountered in the course of the audit
work, including any restrictions on the scope of activities or access
to required information.
(b) Any management letter provided by the auditor and the Company's
response to that letter.
(c) Any changes required in the planned scope of the internal audit.
(d) The internal auditor's responsibilities.
(e) Selection of new, or changes to, accounting policies or a change in
the application of existing accounting policies.
(f) Significant estimates, judgments and uncertainties in management's
preparation of financial statements.
(g) Unusual transactions.
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8. On an annual basis (or more often if considered necessary), receive from
the external auditors the letter required by Independence Standards Board
Statement No. 1 (and any related amendments), and discuss with the external
auditors all significant relationships they have with the Company that
could impair the auditors' independence.
9. Review the Annual Audit Plan for the internal auditor and his performance
under said plan.
10. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement and such
other reports as required.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management. Nor is it the duty of the Audit Committee to
conduct investigations, to resolve disagreements, if any, between management and
the external auditor or to assure compliance with laws and regulations and the
Company's Code of Conduct. This is the responsibility of the full Board.
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