Governance
We have a diverse Board that is committed to excellent governance as demonstrated by:
Timely completion of BDO USA, LLP is expectedtransition to be present atan independent board
Appointment of a Lead Independent Director
Audit, Compensation, and Nominating & Governance committee members all being Independent Directors
25% of our directors being minorities
Compliance/Data Security
We maintain strong cyber integrity standards and respect the meeting, will haveprivacy of our customers by:
Maintaining Company security policies that follow the opportunitygovernment’s National Institute of Standards and Technology framework and adhere to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.
Stockholder ratification of the selection of BDO USA, LLP is not required by our bylaws or other applicable legal requirements. However, thestandards
Having our Board of Directors is submitting the selection of BDO USA, LLPand Executive Management review and support our data security program and cybersecurity measures on an on-going basis
Not having any Company data breaches to Intermex’s stockholders for ratification as a matter of good corporate practice. In the event that this selection of an independent registered public accounting firm is not ratified by the affirmative vote of a majority of the shares presentdate
Having our Disaster Recovery/Business Continuity Plans reviewed and voting at the meeting in person or by proxy, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Intermex and its stockholders.tested annually
Requiring anti-money laundering training
Principal Accounting Fees and Services
The following tables present fees for professional audit services rendered by BDO USA, LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017, and fees billed for the other services rendered during those periods.
| | | 2018 | | | 2017 | |
| Audit fees (1) | | $ | 2,196,550 | | | $ | - | |
| Audit-related fees (2) | | $ | - | | | $ | - | |
| Tax fees (3) | | $ | - | | | $ | - | |
| All other fees (4) | | $ | - | | | $ | - | |
The following tables present fees for professional audit services rendered by Grant Thornton LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017, and fees billed for the other services rendered during those periods.
| | | 2018 | | | 2017 | |
| Audit fees (1) | | $ | - | | | $ | 199,662 | |
| Audit-related fees (2) | | $ | - | | | $ | - | |
| Tax fees (3) | | $ | 408,800 | | | $ | 202,918 | |
| All other fees (4) | | $ | - | | | $ | - | |
| (1) | Audit fees consists principally of audit work performed on the consolidated financial statements, reviews of our Form 10-Qs, as well as work generally only the independent registered certified public accountants can reasonably be expected to provide, such as statutory audits. Such audit fees also include professional services for comfort letters, consents and reviews of documents filed with the Securities and Exchange Commission, including those in connection with the Merger transaction that closed in July 2018. |
| (2) | Audit related fees would consist of accounting advisory services and other miscellaneous matters. No such services were provided in the relevant periods. |
| (3) | Tax fees consisted principally of assistance with tax compliance, preparation of returns, tax planning, and providing tax guidance. |
| (4) | All other fees would consist of the aggregate fees billed for products and services other than the services described under audit fees, audit-related fees and tax fees. No such products or services were provided in the relevant periods. |
Audit Fees
Audit fees include the aggregate fees for the audit of our annual consolidated financial statements, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.
Audit-Related Fees
Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports.
Tax Fees
Tax fees were for tax compliance services and assistance with federal and provincial tax-related matters.
All Other Fees
All other fees were for advisory services related to compliance with regulatory reporting requirements.
Pre-Approval Policies and Procedures
All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of BDO USA, LLP to perform the audit of our annual consolidated financial statements. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by BDO USA, LLP if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.
CONTENTS
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which is available on the Company’s website at www.intermexonline.com. If we amend or grant a waiver of one or more of the provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on the Company’s website at www.intermexonline.com. The information found on the website is not part of this proxy statement.
As a result of our Common Stockcommon stock being listed on Nasdaq, Intermex adhereswe adhere to the rules of such exchange in determining whether a director is independent.
Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that Michael Purcell, Kurt Holstein, andChristopher Lofgren, John Rincon and Laura Maydón are independent directors under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director had with FinTech Acquisition Corp. II and Intermex Holdings II, Inc. and has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them, such as those described in the section entitledbelow titled, “Certain Relationships and Related Party TransactionsTransactions..” In addition, the Board of Directors appointed Mr. Purcell as the Lead Independent Director, effective September 2020.
Exit From Controlled Company Status
SPC Intermex, an affiliate of Stella Point, through the terms of the Shareholders Agreement continuesDuring 2020, we completed our timely transition to control a majority of the voting power of our outstanding Common Stock. As a result, we are afull compliance with Nasdaq’s corporate governance rules after exiting “controlled company” status within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:
the requirement that a majority of our Board of Directors consist of independent directors;
the requirement that we have a Nominating/Corporate Governance Committee that is composed entirely of independent directors with a written charter addressing the Committee’s purpose and responsibilities; and
the requirement that we have a Compensation Committee that is composed entirely of independent directors with a written charter addressing the Committee’s purpose and responsibilities.
We utilize and intend to continue to utilize these exemptions.Nasdaq listing rules. As a result we do not currently(a) have a majority of independent directors on our board of directors and our Compensation Committee(b)(i) have at least a majority of independent directors on each of the compensation and Nominating/Corporate Governance Committee does not consistnominating and governance committees and (b)(ii) have compensation and nominating and governance committees composed entirely of independent directors. Accordingly, you will notWe have satisfied the same protections afforded to stockholders of companies that are subject to all of theforegoing corporate governance requirements of Nasdaq.requirements.
Board,
MeetingsCommittee and
Committees of the Board of Directors
Intermex has established a separately standing audit committee, nominating and corporate governance committee and compensation committee.
Annual Meeting Attendance
During fiscal 2018, after the closing of the Merger,2020, the Board of Directors held twosix meetings. In 2018,2020, all directors attended or participated in 75% or more of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of all committees of the Board of Directors on which such director served, in each case held during such director’s relevant period of service.
Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meeting of stockholders, we encourage, but do not require, our directors to attend. One of our directors, our Chairman and CEO Robert Lisy, attended the 2020 Annual Meeting of Stockholders.
Committees of the Board of Directors Intermex has established a separately standing audit committee, nominating and corporate governance committee and compensation committee.
Audit Committee Information
Intermex has established an Audit Committee comprised of independent directors. The Audit Committee consists of Messrs. Purcell, Holstein and Rincon and Ms. Maydón, with Mr. Purcell serving as its chairman. EachThe Board has determined that each of the members of the Audit Committee is independent under Nasdaq’s listing rules and under Rule 10A-3(b)(1) of the Exchange Act.
The Audit Committee will at all times be composed exclusively of independent directors who are “financially literate” as defined under Nasdaq’s listing rules. The Nasdaq listing rules define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.
In addition, the Company is required to certify to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite
