Board
of Directors
 The
business affairs of TSYS are managed under the direction of the
Board of Directors in accordance with the Georgia Business Corporation
Code, as implemented by TSYS’ Articles of Incorporation and bylaws.
Members of the Board are kept informed through reports routinely
presented at Board and committee meetings by the Chief Executive
Officer and other officers, and through other means.
Board
and Committee Meetings
The
Board of Directors held seven meetings in 1999. All directors
attended at least 85% of Board and committee meetings during
1999.
Committees
of the Board
TSYS’
Board of Directors has three principal standing committees —
an Executive Committee, an Audit Committee and a Compensation
Committee. There is no Nominating Committee of TSYS’ Board of
Directors. The following table shows the membership of the various
committees.
Executive
Committee.
During the intervals between meetings of TSYS’ Board of Directors,
TSYS’ Executive Committee possesses and may exercise any and
all of the powers of TSYS’ Board of Directors in the management
and direction of the business and affairs of TSYS with respect
to which specific direction has not been previously given by
TSYS’ Board of Directors. During 1999, TSYS’ Executive Committee
held four meetings.
Audit Committee. The primary
functions to be engaged in by TSYS’ Audit Committee include:
(i) annually recommending to TSYS’ Board the independent certified
public accountants to be engaged by TSYS for the next fiscal
year; (ii) reviewing the plan and results of the annual audit
by TSYS’ independent auditors; (iii) reviewing and approving
the range of management advisory services provided by TSYS’
independent auditors; (iv) reviewing TSYS’ internal audit function
and the adequacy of the internal accounting control systems
of TSYS; (v) reviewing the results of regulatory examinations
of TSYS; (vi) periodically reviewing the financial statements
of TSYS; and (vii) considering such other matters with regard
to the internal and independent audit of TSYS as, in its discretion,
it deems to be necessary or desirable, periodically reporting
to TSYS’ Board as to the exercise of its duties and responsibilities
and, where appropriate, recom-mending matters in connection
with the audit function with respect to which TSYS’ Board should
consider taking action. During 1999, TSYS’ Audit Committee held
four meetings.
Compensation Committee. The
primary functions to be engaged in by TSYS’ Compensation Committee
include: (i) evaluating the remuneration of senior management
and board members of TSYS and its subsidiaries and the compensation
and fringe benefit plans in which officers, employees and directors
of TSYS are eligible to participate; and (ii) recommending to
TSYS’ Board whether or not it should modify, alter, amend, terminate
or approve such remuneration, compensation or fringe benefit
plans. During 1999, TSYS’ Compensation Committee held three
meetings.
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