AUDIT COMMITTEE REPORT
The information contained in this report shall not be deemed soliciting material or to be filed with the Securities
and Exchange Commission or subject to Regulation 14A or 14C, nor shall such information be incorporated by reference into any future filings by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
Audit
Committees play a critical role in the financial reporting system by overseeing and monitoring managements and the independent auditors participation in the financial reporting process. As such, we are providing this fiscal report to
shareholders to help inform them of this process and the activities of the Audit Committee of Medallion Financial Corp., or the Company, in the past year. The Audit Committee of the Board of Directors is composed of four independent directors
selected by the Board of Directors who meet the experience and independence requirements of NASDAQ and the Commission. In addition, the Board of Directors has determined that John Everets is an audit committee financial expert as defined
by both NASDAQ listing standards and Commission guidelines.
The Audit Committee of the Board of Directors of the Company serves as the
representative of the Board of Directors for general oversight of the Companys financial accounting and reporting process, system of internal control, audit process, and process for monitoring compliance with laws and regulations and the
Companys standards of business conduct. The Companys management has primary responsibility for preparing the Companys financial statements and the Companys financial reporting process. The Companys independent
accountants, Mazars USA LLP, are responsible for expressing an opinion on the conformity of the Companys audited financial statements to generally accepted accounting principles.
In this context, the Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial statements with the Companys management, including a discussion
of the quality and acceptability of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addressing the quality of managements accounting judgments, members
of the Audit Committee asked for managements representations that the audited consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles.
2. The Audit Committee has discussed with the independent accountants the matters required to be discussed by Public Company Accounting
Oversight Board Auditing Standard No. 1301.
3. The Audit Committee has received the written disclosures and the letter from the
independent accountants required by applicable requirements of the Public Company Accounting Oversight Board (United States) Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent accountant
the independent accountants 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 of Directors has approved, that the audited financial statements be included in the Companys Annual Report on Form
10-K
for the year ended December 31, 2018, for filing with the Securities and Exchange Commission.
5. The Audit Committee has considered whether the provision of
non-audit
related services by the
independent accountants is compatible with maintaining the accountants independence.
The undersigned members of the Audit Committee
have submitted this report to the Board of Directors.
John Everets, Chairman
Frederick A. Menowitz, Director
Allan Tanenbaum, Director
Lowell
P. Weicker, Jr., Director
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MAZARS USA LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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