CASH 2018 Proxy Statement

Risk Oversight The Board of Directors of the Company is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors retains responsibility for general oversight. The Board of Directors endeavors to satisfy this responsibility by evaluating reports by each committee chair regarding the committee’s considerations and actions, as well as by evaluating reports received from Company officers responsible for the oversight of particular risks within the Company, particularly MetaBank’s Chief Risk Officer who reports to the Company’s CFO. Risks relating to the direct operations of MetaBank are overseen by the Board of Directors of the Company, as they also serve as directors of MetaBank. The directors also oversee risk of MetaBank through the directors’ membership on MetaBank’s Committees. In particular, all of the Company’s Audit Committee members serve on MetaBank’s Audit Committee, and the Audit Committee annually reviews and approves management’s internal audit risk assessments and multi ‑ year audit plan. The Board of Directors of MetaBank also has established a Loan Committee and an Internal Control and Risk Committee that conduct risk oversight separate from that of the Company. Further, MetaBank’s Board of Directors oversees risks through the establishment of policies and procedures, recommended by MetaBank’s Chief Risk Officer and other officers that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to MetaBank. Finally, the Board also takes into account observations and recommendations of its regulators. Audit Committee Matters The following Report of the Audit Committee of the Board of Directors shall not be deemed to be soliciting material or to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent Meta Financial Group, Inc., specifically incorporates this Report therein, and it shall not otherwise be deemed filed under such Act. Audit Committee Report. The Audit Committee has issued the following report with respect to the audited consolidated financial statements of the Company for the fiscal year ended September 30, 2018: • The Audit Committee has reviewed and discussed with the Company’s management the Company’s fiscal 2018 audited consolidated financial statements; • The Audit Committee has discussed with KPMG LLP (the Company’s independent registered public accounting firm for fiscal 2018) the matters required to be discussed by Auditing Standard No. 1301— Communications with Audit Committee ; • The Audit Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence; and • Based on the review and discussions referred to in the three items above, the Audit Committee recommended to the Board of Directors that the fiscal 2018 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018. Submitted by the Audit Committee of the Company’s Board of Directors: Kendall E. Stork (Chairperson) Frederick V. Moore Becky S. Shulman W. David Tull Audit Committee Member Independence; Audit Committee Financial Expert; and Audit Committee Charter. Each member of the Audit Committee is a non ‑ employee director who (1) meets the criteria for independence set forth in Rule 10A ‑ 3 (b)(1) under the Exchange Act and Rule 5605(a)(2) of the NASDAQ Listing Rules; (2) has not participated in the preparation of the financial statements of Meta Financial or any of its current subsidiaries at any time during the past three years; and (3) is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, statement of comprehensive income and cash flow statement, and otherwise complies with NASDAQ’s financial ‑ literacy requirements. Our Board of Directors has determined that our Audit Committee has four members who qualify as an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC. The Board has determined that each of Mr. Moore, Ms. Shulman, Mr. Stork and Mr. Tull, based upon such individual's CORPORATE GOVERNANCE Meta Financial Group, Inc. | 2018 Proxy Statement 15