processes. The Investment Oversight Committee reviews the Companys managed loan portfolio and makes determinations and recommendations concerning such portfolio as necessary or appropriate.
In addition to the reports from the committees, the Board receives presentations throughout the year from various department and business unit leaders that include discussion of significant risks as necessary. At each Board meeting, the Board
addresses matters of particular importance or concern, including any significant areas of risk that require Board attention.
Our Board
recognizes the importance of maintaining the trust and confidence of our customers, service providers and employees. The Audit Committee has the primary responsibility for overall supervision of risk management activities related to data protection
and cyber security. As part of this responsibility, the Audit Committee annually reviews the Companys adequacy of protection of technology, including physical security, patent and trademark program, proprietary information and information
security. Additionally, the Nominating and Governance Committee reviews the Companys governance principles at least annually, monitors the Companys governance process, and makes recommendations to the Board on governance related matters.
The Board values diversity among all of our employees, and the Nominating and Governance Committee carefully considers diversity when considering director nominations, although it has not established a formal diversity policy. The Companys
subsidiary Medallion Bank has its own policies and procedures concerning governance, cybersecurity, and overall risk management, as well its own independent board of directors, which oversees these matters.
We believe that our approach to risk oversight, as described above, optimizes our ability to assess inter-relationships among the various
risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for our company. We also believe that our risk structure complements our current board leadership structure, as it allows our independent directors,
through our fully independent board committees and otherwise, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.
Director Independence
As required under
the NASDAQ listing standards, the Board of Directors annually determines each directors independence. Under NASDAQ rules, independent directors must comprise a majority of a companys board of directors. In addition, NASDAQ rules require
that, subject to specified exceptions, each member of a companys audit, compensation, and nominating and governance committees be independent. Under NASDAQ rules, a director will only qualify as an independent director if, in the
opinion of the companys board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his family
members, and us, our senior management and our independent registered public accounting firm, the Board has affirmatively determined that the following five directors are independent directors within the meaning of the applicable NASDAQ listing
standards: John Everets, Cynthia A. Hallenbeck, Brent O. Hatch, Robert M. Meyer, and Allan J. Tanenbaum. In making this determination, the Board found that none of these directors or nominees for director has a relationship that would interfere with
the exercise of independent judgment in carrying out the responsibilities of a director.
Board Committees
We have four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Investment
Oversight Committee. Each of these committees has a written charter approved by the Board of Directors. A copy of each charter can be found in the Investor Relations Corporate Governance section of our website at
www.medallion.com.
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