expertise to offer advice and guidance to management; (ii) sufficient time to devote to Viant’s affairs; (iii) excellence in his or her field; (iv) the ability to exercise sound business judgment; (v) diversity of background and experience; and (vi) commitment to rigorously represent the long-term interests of Viant’s stockholders.
When considering nominees, our board of directors and Nominating and Corporate Governance Committee may take into consideration many other factors including, among other things, our board of directors’ current composition, Viant’s current operating requirements, the candidates’ character, integrity, judgment, independence, areas of expertise, corporate experience, length of service and potential conflicts of interest, the candidates’ other commitments, and the long-term interests of our stockholders. Our board of directors and Nominating and Corporate Governance Committee evaluates the foregoing factors, among others, and does not assign any particular weighting or priority to any of the factors.
Stockholder Communications with the Board of Directors
We do not currently have a formal process for security holders to send communications to our board of directors, which we believe is appropriate because, as a general matter, senior management serves as Viant’s primary spokesperson and is responsible for communicating with various constituencies, including stockholders, on Viant’s behalf. However, we welcome comments and questions from our stockholders.
Stockholders who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Corporate Secretary at 2722 Michelson Drive, Suite 100, Irvine, California 92612. In accordance with our corporate governance guidelines, directors may participate in discussions with stockholders and other constituencies on issues where board-level involvement is appropriate, and our board of directors, with assistance from our Compensation Committee and Nominating and Corporate Governance Committee, will continue to oversee Viant’s stockholder engagement efforts, including stockholder communications directed at members of our board of directors.
Corporate Governance Guidelines
Our board of directors has adopted corporate governance guidelines to ensure that our board of directors has the necessary practices in place to review and evaluate Viant’s business operations and make decisions that are independent of our management. The corporate governance guidelines set forth the practices our board of directors follows with respect to our board of directors’ core responsibilities, board size, composition and membership criteria, our board of directors’ leadership structure, director elections, board of directors meetings (including executive sessions) and involvement of senior management, the structure and functioning of committees, director compensation, chief executive officer performance evaluations, succession planning, director education and board and committee self-evaluations. The corporate governance guidelines, as well as the charters for each committee of our board of directors, are posted on our website at investors.viantinc.com.
Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics (our “Code of Conduct”) that applies to all officers, directors and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. The Code of Conduct is available on our website at www.viantinc.com. If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
Prohibition on Hedging, Short Sales and Pledging
Our board of directors has adopted an insider trading policy that applies to all of our directors, officers, employees and consultants. This policy prohibits short-term trading, short sales, transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Viant securities, and hedging transactions with respect to our common stock, including through the use of financial instruments (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) or by engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Viant’s securities. This policy prohibits monetization transactions in our common stock and the securities of other applicable companies when such person transacting possesses material nonpublic information about Viant or another company to others.