This charter (“Charter”) governs the operations of the Audit/Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Acxiom Corporation (the “Company”). The members of the Committee shall exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, members shall be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors to the fullest extent permitted by law.
Audit Functions – The Committee assists the Board in monitoring: (i) the integrity of the financial statements of the Company, (ii) the independent auditor qualifications and independence, (iii) the performance of the internal audit function and independent auditors, (iv) certain risks, and (v) the compliance by the Company with legal and regulatory requirements.
Finance Functions – The Committee monitors the primary policies and initiatives affecting the Company’s financial strategies.
The Committee shall be comprised of at least three directors. All members of the Committee shall meet the independence requirements of and satisfy any other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”) and The NASDAQ Stock Market (“NASDAQ”).
The Committee shall be subject to the provisions of the Company’s Bylaws relating to committees of the Board, including those provisions relating to removing committee members and filling vacancies. The Committee may form and delegate authority to subcommittees when appropriate.
All members of the Committee shall have sufficient financial experience and ability to enable them to discharge their responsibilities, including the ability to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication so as to qualify as a “financial expert” under applicable law.
The Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board. In fulfilling this duty, the Committee will:
- Manage both the external and internal audit process:
i. The Committee shall no less than annually review and approve the engagement of the independent auditor to audit the annual financial statements of the Company. The Committee may meet with management and solicit its views as to the engagement of the independent auditor, but the Committee shall retain the ultimate authority and responsibility for the auditor’s engagement.
ii. To the extent required by applicable law, the Committee shall approve in advance all audit services to be performed by the independent auditor and any non-audit services that may be performed by the independent auditor. The Committee may delegate the authority to grant pre-approvals of non-audit services that may be performed by the independent auditor to one or more of its members; provided, however, that if the fees for any such engagement are in excess of $150,000, pre-approval by the full Committee will be required. The decisions of any such designee will be reported to the Committee at its next regularly scheduled meeting.
iii. The Committee shall have a clear understanding with management and the independent auditor that the independent auditor is ultimately accountable to the Committee as the representative of the Company’s shareholders. The Committee shall have the ultimate authority and responsibility to evaluate, compensate, oversee and replace the independent auditor, who shall report directly to the Committee.
iv. The Committee will be responsible for ensuring the independent auditor’s independence from the Company. The Committee shall discuss with the independent auditor its independence from management and the Company and shall review the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”).
v. The Committee shall discuss with the independent auditor the matters required to be discussed under the standards of the PCAOB.
vi. The Committee shall ensure that the independent auditor’s lead partner responsible for the audit and the partner responsible for review of the audit are adhering to all applicable rotation requirements. The Committee shall also review the auditor’s internal quality control procedures. At least annually, the Committee will also review the audit firm’s most recent internal or peer review report of its adherence to industry standard quality practices and procedures as well as its most recent PCAOB Inspection Report.
The Committee shall oversee the internal audit function of the Company. In order to maintain the independence of the internal audit function, the Committee will have sole discretion over the employment of the internal auditor(s) and will manage the internal audit plan of the Company. The Committee will meet with the internal audit team on a regular basis and will make a report to the Board of Directors of any significant findings of the Committee.
2. Establish procedures for the receipt, retention and confidential treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, in accordance with applicable provisions of the federal securities laws and the rules and regulations of the SEC and NASDAQ.
3. Review with management and the independent auditor the interim financial statements to be included in the Company’s Quarterly Reports on Form 10-Q, including their judgment about the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Also, the Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards, the federal securities laws, and the rules and regulations of the SEC and NASDAQ.
4. Review with management and the independent auditor the financial statements to be included in the Company’s Annual Report on Form 10-K (or the annual report to stockholders if distributed prior to the filing of Form 10-K), including their judgment about the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards, the federal securities laws, and the rules and regulations of the SEC and NASDAQ.
5. Review with management and the independent auditors the disclosures in the Company’s periodic reports under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including any significant changes in the Company’s selection or application of accounting principles, the development, selection and disclosure of critical accounting policies, practices and estimates, analyses of the effect of alternative accounting treatments on the Company’s financial statements, and the use of “pro forma” or “non-GAAP financial measures.”
6. Review with management and the independent auditor the Company’s quarterly earnings press releases, as well as guidance and other financial information provided to analysts, rating agencies and other constituencies in the investment community. The Committee’s responsibility to discuss earnings releases, financial information and earnings guidance may be done generally through discussions of the types of information to be disclosed and the type of presentation to be made. Without relieving the full Committee of its responsibility to undertake the foregoing general discussion, the chair of the Committee shall discuss with management and the independent auditor each of the Company’s earnings releases, financial information and earnings guidance prior to public dissemination.
7. Monitor the ongoing review of the Company’s systems of internal controls over financial reporting to ensure an adequate internal control structure is in place and functioning properly within the various operating systems of the Company.
8. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s consolidated financial statements, including any significant change in the selection or application of accounting principles, any major issues as to the adequacy of internal controls, and any special steps adopted in light of any identified material control deficiencies.
9. Meet separately with the independent auditor and internal auditor, with and without management present, to discuss the results of their examinations, including any audit problems and difficulties and management’s response. Further, the Committee shall be responsible for resolving any disagreements between management and the independent auditor or the internal auditor regarding financial reporting.
10. Discuss any material off-balance sheet arrangements with the independent auditor.
11. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies that raise material issues regarding the Company’s financial statements or accounting policies.
12. Review with the Company’s chief legal officer any matter that could have a significant impact on the Company’s financial statements.
13. Issue annually any committee report regarding the Company’s audited financial statements and independent auditor that is required by SEC rules to be included in the Company’s proxy statement or annual report.
14. Oversee the management of certain of the Company’s risks, including the Company’s exposures in the areas of finance and accounting, legal, compliance, internal controls, IT security, insurance coverages and business continuity plans. Without limiting the generality of the foregoing, such oversight will include an annual review of the Company’s policies with respect to risk assessment and management regarding use of the Company’s offerings, including the implications, if any, on the civil rights of classes of protected persons and the potential impact of such issues on the Company’s business, operations and reputation, and, where appropriate, the Committee will direct management to take steps to monitor and protect against such exposures and policy concerns.
The Committee has the following authority and responsibilities regarding the Company’s financial policies and goals:
1. Act in an advisory capacity to management and the Board in assessing the Company’s financial strategies, prioritizing capital and financial commitments, and determining that the Company’s financial resources are adequately allocated.
2. Evaluate and make recommendations to management regarding the Company’s processes for approving and prioritizing capital and financial commitments, and assist in reviewing and monitoring related performance measurements.
3. Assist the Board in reviewing and evaluating acquisitions and divestitures.
4. Assist the Board in reviewing and evaluating large capital and unbudgeted expenditures that exceed management’s authority under any applicable Company policies regarding delegation of authority.
5. Review and recommend to the Board, as requested, the Company’s long-range financial plans, annual operating budgets, annual capital budgets and related performance measurements.
6. Review the capital structure of the Company and any proposed changes such as the issuance or redemption of long- and short-term debt, the issuance or repurchase of stock, and stock splits.
7. Review and recommend strategies related to hedging policies, dividends and tax matters.
8. Review other significant financial matters that may come before the Committee and the Board.
The Committee will annually review and assess the adequacy of this Charter, and will recommend changes, if any, to the Board for approval.
The Committee will annually review its own performance.
In carrying out its responsibilities, the Committee may draw on the expertise of management and the corporate staff and, when appropriate, may hire outside legal, accounting or other experts or advisors to assist the Committee with its work. The Company will provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
The Committee will meet at least four times per year or on a more frequent basis as necessary to carry out its responsibilities. In addition, the Committee shall meet with the independent auditor, internal auditor and management on at least a quarterly basis. The chair (or acting chair) may direct appropriate members of management and staff to prepare agendas and related background information for each Committee meeting. Any background materials, together with the agenda, will be distributed to the Committee members in advance of the meeting. Following each Committee meeting, a report of the Committee’s activities and its recommendations shall be presented at the next regularly scheduled meeting of the Board.
While the Committee has the responsibilities and powers as set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete, accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for preparing the Company’s financial statements, and the independent auditor is responsible for auditing those financial statements. Management is responsible for preparing the Company’s periodic SEC reports, as well as all earnings releases and any accompanying guidance that may be issued. The Committee, in performing its oversight functions, shall be entitled to rely upon the representations of management and the independent and internal auditors as to factual matters communicated orally to the Committee or contained in any document prepared by management and/or the independent and the internal auditors.