At IndyMac, sound judgment, strong
leadership and a solid enterprise risk management system help to
mitigate the risks inherent in our business. In response to questionable
behavior by some corporate stewards in recent years, the U.S. Congress,
the Securities and Exchange Commission and the New York Stock Exchange
have all implemented programs to ensure that corporate directors
and officers are carrying out their fiduciary duties and that there
are adequate internal controls to protect shareholder interests.
IndyMac welcomes this increased scrutiny. Over the past several
years as we have made our transition to a federally regulated depository
institution, corporate governance— in tandem with solid enterprise
risk management—has been a key focus. To this end, we have
instituted a number of important governance changes reinforcing
our commitment to our shareholders, the public markets, our regulators
and our employees.
The philosophy of our corporate governance policy centers on the
fiduciary duties of care and loyalty that must be exercised by the
directors and officers of the Company. Care includes the responsibility
to understand our business and review all reasonably available information
before making decisions on behalf of the Company—to act in
IndyMac’s best interests. Loyalty calls for the settlement
of conflicts of interest to be resolved in the Company’s favor.
We have taken a number of proactive steps to see that these values
are honored:
> Seven of our eight holding company Board members are “independent”
as defined by the New York Stock Exchange listing standards
> Nine of our ten bank Board members are independent
> We have a presiding independent director
> All members of our Board committees are independent
> The independent members of the Board meet regularly without
the presence of management
> All three members of our Audit Committee meet the Securities
and Exchange Commission’s definition of “audit committee
financial experts”
> We have stock ownership requirements for Board members and
executive officers
> IndyMac has a code of ethics and conflict of interest policy
which is documented, updated and disseminated to employees regularly
> A hotline is available to all employees to facilitate anonymous
reporting of any questionable activities |
