VIRGINIA COMPANY BANK AUDIT COMMITTEE CHARTER DATE APPROVED BY BOARD: March 24, 2010 Purpose The Audit Committee is appointed by the Board to be directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed by the Bank and to assist the Board in oversight of (1) the integrity of the financial statements of the Bank, (2) the compliance by the Bank with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Bank’s internal audit function, when created, and independent auditors. The Audit committee shall prepare the report required by the rules of the Securities and Exchange Commission to be included in the Bank’s annual proxy statement. Committee Membership The Audit Committee shall consist of no fewer than three members and each member shall be a member of the Board. The members of the Audit Committee shall meet the independence, experience, and expertise requirements of the New York Stock Exchange, Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission promulgated there under. The members of the Audit Committee shall be appointed by the Board on the recommendation of the Executive Committee. Audit Committee members may be removed and replaced by the Board, with or without cause, in the Board’s sole discretion. Committee Authority and ...