MANHATTAN ASSOCIATES, INC.
AUDIT COMMITTEE CHARTER
There shall be a committee of the Board of Directors to be known as the Audit Committee. The Audit Committee shall be composed of directors who are independent of the management of the corporation and are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a committee member. “Independent” means a Director who meets the National Board of Securities Dealer definition of “independence” as determined by the Board of Directors.
STATEMENT OF POLICY
The Audit Committee shall represent and provide assistance to the Board of Directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the corporation, and the quality and integrity of the financial reports of the corporation. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the Board of Directors, the independent auditor, and the financial Management of the corporation.
In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the Board of Directors and the shareholders of the corporation that the accounting and reporting practices of the corporation are in accordance with all regulatory, statutory and generally accepted requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
• Meet four times per year at a minimum, or more frequently as circumstances require. The Committee may ask members of Management or others to attend meetings and provide pertinent information as necessary.
• Confirm and assure the independence of the independent auditor.
• Evaluate and appoint the independent auditor to audit the financial statements of the corporation and its subsidiaries, as well as recommend such independent auditor’s retention or discharge.
• Meet with the independent auditor and financial Management of the corporation to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditor.
• Inquire of Management and the independent auditor about significant risks or exposures and assess the steps Management has taken to minimize such risk to the corporation.
• Meet as necessary with the independent auditor and Management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Audit Committee.
• Review with the independent auditor and financial Management of the Corporation, the adequacy and effectiveness of the accounting and financial controls of the corporation, and elicit any recommendations for the improvement of internal control procedures or particular areas where new or more effective and/or efficient controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. Further, the Committee periodically should review policy statements of the corporation to determine adherence to the code of conduct.
• Review the financial statements contained in the annual report to shareholders with Management and the independent auditor to determine that the independent auditor is satisfied with the disclosure and content of the financial statements to be presented to the shareholders. Any changes in accounting principles should be reviewed.
• Provide sufficient opportunity for the independent auditor to meet with the members of the Audit Committee without members of Management present. The items to be discussed in these meetings are the independent auditor’s evaluation of the corporation’s financial and accounting personnel, and the cooperation that the independent auditor received during the course of the audit.
• Submit the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each Committee meeting with, the Board of Directors.
• Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate.
• Review with Management and the independent auditor the interim financial reports before filing with the SEC or other regulators.
• Review policies and procedures with respect to Officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.
• Review and recommend any updates to the Committee’s charter annually.