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ChairmanTHE HONORABLE CURTIS. M. LOFTIS, JR.State TreasurerChairman Pro TemporeHOWARD H. WRIGHT, JR.SOUTH CAROLINABoard MembersHOWARD H. WRIGHT, JR. Rock HillW. DONALD PENNINGTON SimpsonvilleF. JUSTIN STRICKLAND LexingtonJ. DANIEL WALTERS GreenvilleK. WAYNE WICKER Myrtle BeachJ. BARRY HAM ManningCHARLES H. STUART Mount PleasantBILLY D. BYRD, II HartsvilleJENNY MICHAELS / SumterTHOMAS BOUCHETTE / FlorenceSTATE BOARD OF FINANCIAL INSTITUTIONSMINUTESWednesday, December 1, 202110:00 AMGovernor’s Conference Roomand via WebEx Virtual Conference RoomUpon proper call and due notice to all its members and after having given required public notice,the State Board of Financial Institutions met on the 1st day of December 2021 with Chairman Loftispresiding.Members present: Ms. Michaels and Messrs. Wright, Pennington, Strickland, Walters, Wicker, Ham,Stuart, Byrd and Bouchette.The Chairman stated that a quorum was present.Staff present:Consumer Finance Division: Commissioner Ron Bodvake, Deputy Commissioner Phyllis Wicker,Deputy Commissioner Amy Gelhaus, and Deputy Commissioner Quinton Creed.Banking Division: Commissioner Rick Green and Deputy Commissioner Kathy Bickham.State Treasurer’s Office: Chief of Staff Clarissa Adams, Deputy State Treasurer Cynthia Dannels,Deputy General Counsel Bill Condon, Deputy General Counsel Shawn Eubanks, CommunicationsDirector Karen Ingram, Board Administrator Alicia Sharpe, HR Director Lisa O’Sullivan, Fiscal AnalystCameron Larkin, Executive Assistant Edward Frazier and Executive Assistant Lisa Gibson.The Agenda for this meeting was approved by General Consent.The November 3, 2021 Board Meeting Minutes were approved by General Consent.The Chairman asked if any member had a conflict of interest with any item on the agenda.1200 Senate Street, Suite 214 Wade Hampton Office Building Columbia, SC 29201Phone: (803) 734-2101 Fax: (803) 734-2690bofi.sc.gov

STATE BOARD OF FINANCIAL INSTITUTIONSDecember 1, 2021MINUTESNo conflicts were identified.The Chairman stated that the telecommuting policy and pilot program raised during last month’smeeting was reviewed in depth and that all was fine. He offered to discuss if there were questions.Commissioner of Consumer Finance, Ron Bodvake provided the Board with an update on severaldivision items. The Commissioner notified the Board that Jackie Green-Cook resigned as LicensingSpecialist and that the Division was recruiting for this vacancy and an Administrative Coordinatorposition. The Commissioner provided an update regarding the progress of ongoing check cashinginvestigations being performed by the Division. He also reviewed NMLS renewals and discussed theattached Monthly Statistics Report, and the Approved Consumer Licensees Report.Commissioner of Banking, Rick Green provided the Board with an update on several Divisionitems. The Federal Reserve Bank of Richmond held their annual Community Bankers Forum (virtual)with the Commissioner, Deputy Commissioner Kathy Bickham and Chief Examiner Remonia Wrightin attendance. Commissioner Green announced retirements of Federal Regulators includingRegional Director John Henrie (FDIC), AVP Lauren Ware (holding companies), AVP Adam Drimer(applications) and VP Joan Garton (applications & enforcement) of the Federal Reserve Bank ofRichmond. The Commissioner notified the Board that the State Auditor’s Office completed theirreview and noted no exceptions. He also reported on action taken under delegated authority:Enterprise Bank of South Carolina, Ehrhardt, SC – approved extension of time to relocate branch inRidgeville, SC.Mr. Wicker asked the Commissioner if banks are coming to the agency for approval to move moneyup to holding companies for payment. Commissioner Green stated that movement from the bankup to the holding company would be a dividend and if the dividend required our approval (if at100% of net income or rated less than a 1 or 2) we would bring that to the board.Executive SessionThe Board voted unanimously to adjourn into Executive Session.Deputy General Counsel Bill Condon stated the reasons the Board entered Executive Session:to discuss possible unlicensed check-cashing activity, to review a request to convert from a NorthCarolina state-chartered bank to a South Carolina state-chartered bank and to designate the mainoffice location, to receive confidential information about regulated persons, to discuss employmentof an employee and to receive legal advice as needed.The Board voted unanimously to end Executive Session.Actions following Executive Session:On motion of Mr. Walters and duly seconded by Mr. Strickland, the Board voted to authorize theCommissioner of Consumer Finance to negotiate and execute a settlement agreement concerningunlicensed check-cashing activities by the four companies and approximating the terms discussedin executive session.On motion of Mr. Bouchette and duly seconded by Mr. Strickland, the Board voted to approvethe request of First Capital Bank, Laurinburg, North Carolina, to convert from a North Carolina

STATE BOARD OF FINANCIAL INSTITUTIONSDecember 1, 2021MINUTESstate-chartered bank to a South Carolina state-chartered bank to be named First Capital Bankand to designate the office at 304 Meeting Street, Charleston, as the main office subject to theconditions provided by the Commissioner.On motion of Mr. Walters and duly seconded by Mr. Pennington, the Board voted to approve theappointment of an interim Commissioner of the Banking division effective January 6, 2022.Announcements:The Chairman announced that the next board meeting is scheduled for Wednesday, January 5,2022.There being no objection, the meeting adjourned at 10:39 AM.

COMMISSIONER OF BANKING REPORTOpen SessionTalking PointsDecember 1, 2021External Engagement Federal Reserve Bank of Richmond’s Community Bankers Forum (virtual)– Green, Bickham, WrightAnnounced retirements at Federal Regulators FDIC – Regional Director John Henrie Federal Reserve Bank of Richmondo AVP Lauren Ware (holding companies)o AVP Adam Drimer (applications)o VP Joan Garton (applications & enforcement)Audit Report State Auditor’s Report on Agreed Upon Procedures noted no exceptions.Actions taken under delegated authority Enterprise Bank of South Carolina, Ehrhardt, SC – approved extension oftime to relocate branch in Ridgeville, SC

South CarolinaBoard of Financial InstitutionsColumbia, South CarolinaState Auditor’s ReportJune 30, 2020

Independent Accountant’s Report on Applying Agreed-Upon ProceduresOctober 14, 2021The Honorable Curtis M. Loftis Jr., ChairmanSouth Carolina Board of Financial InstitutionsColumbia, South CarolinaWe have performed the procedures described in Attachment 1 on the systems, processes and behaviorsrelated to financial activity of the South Carolina Board of Financial Institutions (the Board) for the fiscal year endedJune 30, 2020. The Board’s management is responsible for the systems, processes and behaviors related tofinancial activity.The Board’s management has agreed to and acknowledged that the procedures performed are appropriateto meet the intended purpose of understanding the systems, processes and behaviors related to financial activity.This report may not be suitable for any other purpose. The procedures performed may not address all the items ofinterest to a user of this report and may not meet the needs of all users of this report and, as such, users areresponsible for determining whether the procedures performed are appropriate for their purposes.We were engaged by the Board to perform this agreed-upon procedures engagement and conducted ourengagement in accordance with attestation standards established by the American Institute of Certified PublicAccountants. We were not engaged to and did not conduct an examination or review engagement, the objective ofwhich would be the expression of an opinion or conclusion, respectively, on the systems, processes and behaviorsrelated to financial activity of the Board for the year ended June 30, 2020. Accordingly, we do not express such anopinion or conclusion. Had we performed additional procedures, other matters might have come to our attentionthat would have been reported to you.The concept of materiality does not apply to findings to be reported in an agreed-upon proceduresengagement. Therefore, all findings from the application of the agreed-upon procedures must be reported unlessthe definition of materiality is agreed to by the Board’s management. Management of the Board has agreed thatthe following deficiencies will not be included in the State Auditor’s Report on Applying Agreed-Upon Procedures: Errors of less than 1,000 related to cash receipts and non-payroll cash disbursements transactions.Errors of less than 5,000 related to reporting packages.We are required to be independent of the Board and to meet other ethical responsibilities, in accordancewith the relevant ethical requirements related to our agreed-upon procedures engagement.This report is intended solely for the information and use of the Board and management of the SouthCarolina Board of Financial Institutions, and is not intended to be, and should not be, used by anyone other thanthese specified parties. However, this report is a matter of public record and its distribution is not limited.George L. Kennedy, III, CPAState Auditor

Attachment 1South Carolina Office of the State AuditorAgreed - Upon Procedures Related to the South Carolina Board of Financial Institutions (R23)Cash Receipts/Revenues1.Haphazardly select five cash receipts transactions and inspect supporting documentation to determine: Transaction agrees with the general ledger as to amount, date, payor, and account classification.Receipts were deposited in a timely manner, in accordance with Proviso 117.1 of the fiscal year2020 Appropriations Act.Both revenue collections and amounts charged are properly authorized by State law.Receipts are recorded in the proper fiscal year.We found no exceptions as a result of the procedure.Cash Disbursements/Non-Payroll Expenditures2.Haphazardly select five non-payroll disbursements and inspect supporting documentation to determine: 3.The transaction is properly completed as required by Board procedures and invoice(s) agree(s)with general ledger as to vendor, amount, and date.All supporting documents and approvals are present and agree with the invoice.The transaction is an actual expenditure of the Board.The transaction is properly classified in the general ledger.Disbursement is recorded in the proper fiscal year.Clerical accuracy.Haphazardly select eight purchasing card transactions from the Office of the State Comptroller General’s(CG) listing of purchasing card transactions and inspect supporting documentation to determine: The cardholder is an authorized user and individual credit limits have been properly approved inaccordance with Board policies.The purchase is authorized based on the cardholder’s job title/position.The monthly purchase summary was submitted along with applicable receipts and signed by boththe supervisor and cardholder.The purchase did not exceed the single transaction limit or the individual credit limit and therewas no indication of transaction splitting.We found no exceptions as a result of the procedures.Payroll4.Haphazardly select three employees who terminated employment during the fiscal year to determine ifthey were removed from the payroll in accordance with the Board’s policies and procedures, and thattheir last paycheck, including any leave payout, was properly calculated in accordance with applicableState law.5.Haphazardly select three employees hired during the fiscal year to determine if they were added to thepayroll in accordance with the Board’s policies and procedures and that their first paycheck was properlycalculated in accordance with applicable State law.We found no exceptions as a result of the procedures.-2-