COMPENSATION COMMITTEE - CHARTER

Charter of the Compensation Committee of the Board of Directors

The Board of Directors of The Reynolds and Reynolds Company (the “Company”) has constituted and established a Compensation Committee (the “Committee”) with authority, responsibility, and specific duties as described in this Compensation Committee Charter.

COMPOSITION

The Committee shall be comprised solely of independent directors as defined under the applicable provisions of the Securities Exchange Act of 1934 and the proposed listing standards of the New York Stock Exchange (“NYSE”) submitted to the Securities and Exchange Commission on October 8, 2003, as the same may be adopted, amended or modified from time to time, and under the standards determined by the Board set forth in the Board’s Corporate Governance Guidelines. In addition, no member of this Committee shall have served at any time as an officer of the company, its subsidiaries or affiliates.

Members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee and may be removed by the Board in its discretion. The Board of Directors shall appoint one member of the Committee as Chairperson. The Chair shall be responsible for leadership of the Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board of Directors. If the Chair is not present at a meeting, the members of the Committee may designate a Chair.

 

RESPONSIBILITIES

The Committee’s basic responsibility is to ensure that the senior executives of the Company are compensated effectively in a manner consistent with the stated compensation strategy of the Company, internal equity considerations, competitive practice, and the requirements of the appropriate regulatory bodies. The Committee shall also communicate to shareholders the Company’s compensation policies and the reasoning behind such policies as required by the Securities and Exchange Commission. More specifically, the Committee shall be responsible for the following:

Any compensation consultant used to assist in the evaluation of Chief Executive Officer or other compensation, as well as such other experts as the Committee deems necessary in the performance of its duties, will be selected, directed, and, if appropriate, terminated by the Committee. The Committee will also have the authority to approve the firm’s fees and other retention terms.

MEETINGS

The Committee shall have at least three (3) regularly scheduled meetings but will meet as often as necessary to carry out its responsibilities. Meetings may be called by the Chair of the Committee and/or the Chief Executive Officer of the Company. Appropriate members of management and staff will prepare draft agendas and related background information for each Committee meeting, which will be reviewed and approved by the Committee Chairman in advance of distribution to the other Committee members. The Company’s Secretary or and Assistant Secretary will be present at all meetings. Any background materials, together with such agenda, should be distributed to the Committee members, the Chief Executive Officer and Secretary in advance of the meeting for their review and discussion. The Secretary will maintain one set of all Committee minutes and presentations to be filed in the corporate records and will be provided a set of all Committee correspondence. All meetings of the Committee shall be held pursuant to the Code of Regulations of the Company with regard to notice and waiver thereof, and written minutes of each meeting shall be duly filed in the Company records. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board of Directors approved by the Committee. In addition, all Directors are to be furnished copies of each Committee meeting’s minutes.