2003 Audit Charter: ACXM ACXIOM CORPORATION
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
(adopted as of May 21, 2003)
This charter ("Charter") governs the operations of the Audit Committee ("Committee") of the Board of Directors of
Acxiom Corporation (the "Company"). The Committee shall review and reassess at least annually this Charter and
the performance of the Committee and obtain the approval of the Board of Directors for any changes determined
appropriate by the Committee. The Committee shall be appointed by the Board of Directors and shall satisfy any
criteria imposed on members of the Committee pursuant to the federal securities laws or the rules and regulations
of the Securities and Exchange Commission (the "SEC") or The Nasdaq Stock Market ("Nasdaq").
Statement of Policy
The Committee shall provide assistance to the Board in fulfilling their oversight responsibility to the
shareholders, potential shareholders, the investment community, and others relating to the Company's financial
statements and the financial reporting process, the systems of internal accounting and financial controls, the
annual independent audit of the Company's financial statements, the independent auditor's engagement,
independence and qualifications, the internal audit function, and the legal compliance and ethics programs as
established by management and the Board. In so doing, it is the responsibility of the Committee to maintain free
and open communication among the Committee, the independent auditors, the internal auditors, and management of
the Company. In discharging its oversight role, the Committee is empowered to investigate any matter brought to
its attention with full access to all books, records, facilities, and personnel of the Company and to retain
outside counsel or other experts as the Committee determines necessary to carry out its duties. The Committee
shall be entitled to obligate the Company to pay the fees and expenses of the independent auditor and any outside
advisors engaged by the Committee in accordance with this Charter.
Responsibilities and Processes
The primary responsibility of the Committee is to oversee the Company's financial reporting process on behalf of
the Board and report the results of its activities to the Board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for auditing those financial
statements. The Committee in carrying out its responsibilities believes its policies and procedures should
remain flexible, in order to best react to changing conditions and circumstances. The Committee should take
appropriate actions to establish and maintain processes to achieve desirable financial reporting, business risk
practices, and corporate behavior.
The following shall be the principal recurring processes of the Committee in carrying out its oversight
responsibilities. The processes are set forth as a guide with the understanding that the Committee may
supplement or modify them as it deems appropriate.
1) The Committee shall no less than annually review and approve in advance the engagement of the
independent auditor to audit the annual financial statements of the Company and its
subsidiaries. The Committee may meet with management and solicit its views as to the
engagement of the independent auditors, but the Committee shall retain the ultimate authority
and responsibility for such engagement. To the extent required by 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 to one or more of its
designated members. The decisions of any designee to pre-approve non-audit services shall be
reported to the full Committee at its next regular meeting.
2) The Committee shall ensure that the lead (or coordinating) audit partner (having primary responsibility
for the audit) and the audit partner responsible for reviewing the audit shall adhere to all
applicable rotation requirements.
3) The Committee shall have a clear understanding with management and the independent auditors that the
independent auditors are ultimately accountable to the Committee, as representatives of the
Company's shareholders. The Committee shall have the ultimate authority and responsibility to
evaluate, compensate, oversee and replace the independent auditors. The independent auditors
shall report directly to the Committee. The Committee shall discuss with the auditors their
independence from management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. The Committee shall take appropriate
action in response to these disclosures to satisfy itself of the independent auditors'
4) The Committee shall obtain and review reports from the independent auditors as required by applicable
law or regulation. Taking into account the opinions of management and the internal auditor,
the Committee shall evaluate the qualifications, performance and independence of the
independent auditors, including the nature and scope of any disclosed relationships or
professional non-audit services provided to the Company by the independent auditors. The
Committee shall take appropriate action to ensure high-quality audits by, and the continuing
independence of, the independent auditors.
5) The Committee shall discuss with the independent auditors and the internal auditors the overall scope
and plans for their respective audits, including the adequacy of staffing and compensation.
Also, the Committee shall discuss with management, the independent auditors and internal
auditors the adequacy and effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risk, and legal and ethical compliance
programs. Further, the Committee shall meet separately with the independent auditors and
internal auditors, with and without management present, to discuss the results of their
examinations, including any audit problems and difficulties and management's response.
6) The Committee shall review with management and the independent auditors the interim financial statements
to be included in the Company's Quarterly Reports on Form 10-Q. 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 auditors under generally accepted auditing standards, the
federal securities laws and the rules and regulations of the SEC and Nasdaq. Without relieving
the full Committee of its responsibility to undertake the foregoing review and discussion, the
Chairman of the Committee may represent the entire Committee for purposes of undertaking the
review and discussion prior to the filing of the Company's Quarterly Reports on Form 10-Q.
7) The Committee shall review with management and the independent auditors the financial statements to be
included in the Company's Annual Report on Form 10-K (or the annual report to shareholders 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.
8) The Committee shall discuss 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 "adjusted"
9) The Committee shall discuss with management and the independent auditor the Company's 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 Chairman 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.
10) Unless the Board assigns this function to another committee comprised solely of independent directors,
the Committee shall review and approve any transaction between the Company and any officer,
director or affiliate of the Company that would be required under SEC rules and regulations to
be disclosed in the Company's annual proxy statement.
11) The Committee shall establish procedures for the receipt, retention and treatment of complaints
regarding the Company's accounting, internal accounting controls or auditing matters and the
confidential, anonymous submission by Company employees of concerns regarding questionable
accounting or auditing matters in accordance with the provisions of the federal securities laws
and the rules and regulations of the SEC and Nasdaq.
12) In connection with each Quarterly Report on Form 10-Q and Annual Report on Form 10-K of the Company, the
Committee shall discuss with management and the independent auditor the most recent evaluation
of the Company's disclosure controls and procedures and any assessment or attestation of the
Company's internal controls that is required to be disclosed in such periodic report.
13) The Committee shall provide a report of its activities regularly to the Board.
14) The Committee shall undertake all further actions and discharge all further responsibilities imposed
upon it from time to time by the federal securities laws, the rules and regulations of the SEC
and Nasdaq or any other statute or regulation applicable to the Company from time to time.
15) The Committee shall make available in the Company's Proxy Statement for its Annual Meeting of
Shareholders a report that discloses: (a) that the Company has an Audit Committee and whether
the members of the Committee are independent of the Company and management in accordance with
the federal securities laws and the rules and regulations of the SEC and Nasdaq; (b) that the
Committee has a written charter and has satisfied its responsibilities under the charter for
the prior year; (c) whether or not the Committee has reviewed and discussed with management and
the independent auditors the audited financial statements and discussed with the independent
auditors the matters required to be discussed by SAS 61; and (d) whether the Committee has
received from the independent auditors disclosures regarding their independence required by the
Independence Standards Board. In addition, the report shall include a statement whether, based
on the review and discussions conducted, the Committee recommended to the Board of Directors
that the audited financial statements be included in the Company's Annual Report on Form 10-K
for the immediately preceding fiscal year. Finally, the Company's Proxy Statement shall
include a copy of the Audit Committee charter at least every three years or for any year in
which there has been a significant amendment to the charter.