2003 Nominating Charter: ACXM
NOMINATING COMMITTEE CHARTER
(adopted as of May 21, 2003)
This charter ("Charter") governs the operations of the Nominating Committee ("Committee") of the Board of Directors of Acxiom Corporation (the "Company"). The Committee has been appointed by the Board of Directors to assist the Board by identifying individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of shareholders.
The Committee shall be comprised of at least two 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 and Nasdaq.
The qualification of individuals to serve on the Committee shall be determined by the Board, and all members shall be elected annually by the Board. The Committee may form and delegate authority to subcommittees when appropriate. The Committee shall be subject to the provisions of the Company's Bylaws relating to committees of the Board of Directors, including those provisions relating to removing committee members and filling vacancies.
Nominees for director shall be selected on the basis of broad experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of the Company's business environment, and willingness to devote adequate time to Board duties. The Committee shall be responsible for assessing the appropriate balance of skills and characteristics required of Board members. The Committee, together with the full Board, shall use reasonable efforts to attract a diversified membership, and shall ensure timely compliance with Nasdaq rules related to independence.
In connection with each director nomination recommendation, the Committee shall consider the issue of continuing director tenure and take steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo.
The Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval, and it will annually review its own performance.
The Committee will normally meet once a year, in conjunction with a regular meeting of the Board of Directors, or on a more frequent basis as necessary to carry out its responsibilities. Upon the request of the Board, the Committee shall submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board.