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TSYS Corporate Governance Guidelines

Statement of Corporate Governance Philosophy

The role of the Board of Directors is to effectively govern the affairs of the Company for the benefit of its shareholders and other constituencies, which include the Company's employees, customers and the communities in which it does business. The Board will strive to ensure the success and continuity of the Company's business through the election of qualified management and through on-going monitoring to assure the Company's activities are conducted in a legal, responsible and ethical manner.

1) Director Qualifications and Selection of New Director Candidates

The Board has delegated to the Corporate Governance and Nominating Committee the responsibility of identifying, reviewing the qualifications of and recommending to the Board nominees for membership on the Board and reviewing and recommending with respect to any shareholder nominees. In discharging this responsibility, the Committee receives input from other Board members. In its review, the Committee considers such criteria and factors as:

• Whether the director/potential director possesses personal and professional integrity, sound judgment, forthrightness and has sufficient time and energy to devote to the affairs of the Company;
  
  
• Whether the director/potential director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust;
  
  
• The extent of the director's/potential director's business acumen and experience;
  
  
• Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, race, place of residence and specialized experience;
  
  
• Whether an existing director has reached retirement age;
  
  
• Whether the director/potential director meets the independence requirements of the New York Stock Exchange Listing Standards;
  
  
• Whether the director/potential director would be considered a "financial expert" or "financially literate" as defined in the NYSE Listing Standards or applicable law;
  
  
• Whether the director/potential director, by virtue of particular technical expertise, experience or specialized skill relevant to the Company's current or future business, will add specific value as a Board member;
  
  
• The extent of the director's /potential director's ownership of shares of the Company or willingness to become an owner of shares consistent with the Company's Director Stock Ownership Guidelines;
  
  
• Whether the director/potential director is free from conflicts of interest with the Company; and
  
  
• Any factors related to the ability and willingness of a new director to serve, or an existing director to continue his/her service.

2) Board Independence

A majority of the Board of Directors will be independent directors who meet the criteria for independence required by the NYSE. The Corporate Governance and Nominating Committee will make recommendations to the Board annually as to the independence of directors as defined by the NYSE. To be considered independent under the NYSE Listing Standards, the Board must determine that a director does not have any direct or indirect material relationship with the Company. The Board has established the following standards to assist it in determining director independence. A director is not independent if:

• The director is, or has been within the last three years, an employee of the Company or an immediate family member is, or has been within the last three years, an executive officer of the Company.
  
  
• The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (Compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) is not taken into consideration under this independence standard).
  
  
• (A) The director or an immediate family member is a current partner of a firm that is the Company's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time.
  
  
• The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time serves or served on that company's compensation committee.
  
  
• The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

The following relationships will not be considered to be material relationships that would impair a director's independence:

• The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services (including financial services) in an amount which, in the prior fiscal year, is less than the greater of $1 million, or 2% of such other company's consolidated gross revenues. (In the event this threshold is exceeded, and where applicable in the standards set forth below, the three year "look back" period referenced above will apply to future independence determinations).
  
  
• The director or an immediate family member of the director is a partner of a law firm that provides legal services to the Company and the fees paid to such law firm by the Company in the prior fiscal year were less than the greater of $1 million, or 2% of the law firm's total revenues.
  
  
• The director or an immediate family member of the director is an executive officer of a tax exempt organization and the Company's contributions to the organization in the prior fiscal year were less than the greater of $1 million, or 2% of the organization's consolidated gross revenues.
  
  
• The director received less than $100,000 in direct compensation from the Company during the prior twelve month period, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
  
  
• The director's immediate family member received in his or her capacity as an employee of the Company (other than as an executive officer of the Company), less than $250,000 in direct compensation from the Company in the prior fiscal year, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
  
  
• For relationships which existed prior to the spin-off of the Company by Synovus Financial Corp., the director or an immediate family member of the director has, directly, in his or her individual capacities, or, indirectly, in his or her capacity as the owner of an equity interest in a company of which he or she is not an employee, lending relationships, deposit relationships or other banking relationships (such as depository, trusts and estates, private banking, investment banking, investment management, custodial, securities brokerage, insurance, cash management and similar services) with the Company provided that:
  
  
  1. such relationships are in the ordinary course of business of the Company and are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and
     
     
  2. no event of default has occurred under any extension of credit from an affiliate of the Company.

For relationships not described above or otherwise not covered in the above examples, a majority of the Company's independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE Listing Standards. The Company will explain the basis of any such determinations of independence in the next proxy statement.

For purposes of these independence standards an "immediate family member" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home.

For purposes of these independence standards "Company" includes any parent or subsidiary in a consolidated group with the Company.

3) Size of Board

The Board presently has 18 members. It is the sense of the Board that this is the appropriate size for the Board at the present time. However, the Board will consider increasing or decreasing the number of Board seats if appropriate in the future.

4) Classified Board

Each member of the Board is elected for a term of three years. The Board is divided into three classes which are as equal as possible in size. One class is elected each year. The staggered election of directors helps maintain continuity and stability to the work of the Board. It ensures that at least a majority of directors at all times will have an in-depth knowledge of the Company. The Board believes that the classified Board format assists it in conducting long term strategic planning which is critical to future success of the Company.

5) Directors Who Change Their Job Responsibilities; Other Board Relationships

It is the sense of the Board that individual directors who change the job responsibility they held when they were elected to the Board should submit a letter of resignation for consideration by the Board. It is not the sense of the Board that in every instance the directors who retire or change from the position they held when they were elected to the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, via the Corporate Governance and Nominating Committee, to review the continued appropriateness of Board membership under these circumstances. Directors should not serve on more than four other boards of publicly traded companies in addition to the Company's Board. Directors should also advise the Chairman of the Board and Chairman of the Corporate Governance and Nominating Committee in advance of accepting an invitation to serve on the board of another publicly traded company.

6) Term Limits

The Board does not believe it should establish term limits. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold a disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations, and therefore, provide an increasing contribution to the Board as a whole.

7) Retirement Age

It is the sense of the Board that the current retirement age of 72 is appropriate.

8) Selection of Chairman and Chief Executive Officer

The Board does not have a policy, one way or the other, on whether or not the role of the Chairman and Chief Executive Officer should be separate and, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee.

9) Lead Director

In the event the Chairman of the Board is not an independent director, as defined under the NYSE Listing Standards, the Corporate Governance and Nominating Committee will nominate an independent director to serve as a Lead Director, who shall be approved by a majority of the independent directors. The responsibilities of the Lead Director include:

• Providing the Chairman of the Board with input, as appropriate, on information to be provided to the Board and on agendas for the Board and committee meetings; and
  
  
• Coordinating and developing the agenda for, and chairing executive sessions of, the non-management directors.

10) Executive Sessions of Directors

The Board will meet in executive session four times a year after each regularly scheduled Board meeting, from which all employees of the Company, other than employees who also serve as directors, will be excluded. The session will be presided over by the Chairman of the Board.

11) Executive Sessions of Non-Management Directors

Non-management directors of the Board will meet in executive session four times a year after each regularly scheduled Board meeting and at such other times as may be requested by any non-management director. Matters relating to CEO compensation, management development and succession planning and other more sensitive areas are discussed at these sessions. The session will be presided over by the Lead Director, or in the event the Chairman of the Board is independent, by the Chairman of the Board.

12) Executive Sessions of Independent Directors

Independent directors of the Board will meet in executive session at least once a year. The session will be presided over by the Lead Director, or in the event the Chairman of the Board is independent, by the Chairman of the Board.

13) Number and Independence of Committees; Availability of Committee Charters

The current committee structure of the Company seems appropriate. There will, from time to time, be occasions on which the Board may want to form a new committee or disband a current committee depending upon the circumstances. The current principal four committees are Audit, Compensation, Corporate Governance and Nominating and Executive. All committee charters are available on the Company's website. Except for the Executive Committee, committee membership will consist of only independent directors. The Chairs of the other principal standing committees of the Board of Directors and the Lead Director will be members of the Executive Committee and such other directors as the Board of Directors shall designate so long as a majority of the Executive Committee consists of independent directors. The Chair of the Executive Committee will be a director designated by the Board of Directors.

14) Assignment and Removal of Committee Members; Operation of Committees

The Board is responsible, after taking into consideration the recommendation of the Corporate Governance and Nominating Committee and with consideration of the desires of individual Board members, for the assignment of Board members to various committees and removing Board members from committees.

Generally, the Audit, Compensation and Corporate Governance and Nominating Committees meet quarterly in conjunction with the regular meetings of the full Board. The Executive Committee meets on a quarterly basis. Additional meetings of the Audit Committee are held in conjunction with the filing of the Company's periodic reports with the Securities and Exchange Commission. Additional meetings of all committees are held if circumstances create the need for a special meeting. The Committee Chairs report the highlights of their meetings to the full Board following each meeting of the respective committees.

15) Director Responsibilities

The Company's business is conducted by its employees and officers, under the direction of the Chief Executive Officer and the oversight of the Board, to enhance the long-term value of the Company for its shareholders. The Board of Directors is elected by the shareholders to oversee management and to assure that the long-term interests of the shareholders are being served. In addition to its general oversight of management, the Board also performs a number of specific functions, including, but not limited to:

• Providing counsel and oversight on the selection, evaluation, development and compensation of the Chief Executive Officer and executive management and overseeing Chief Executive Officer succession planning;
  
  
• Reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions;
  
  
• Assessing major risks facing the Company and reviewing options for their mitigation; and
  
  
• Ensuring processes are in place for maintaining the integrity of the Company, including the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with customers and shareholders.

16) Board Meetings

The Board has four scheduled Board meetings a year. Additional meetings are held if circumstances create the need for a special meeting. Directors are expected to attend all scheduled Board and Committee meetings. The Chairman of the Board will establish the agenda for each Board meeting after consultation with the Chief Executive Officer, and as appropriate, with the Lead Director. Each Board member is free to suggest the inclusion of item(s) on the agenda.

17) Board Materials Distribution and Review

The Board is provided with materials in advance of each meeting that Board members are expected to review and study. Members of management, depending upon items to be considered at the meeting, compile most material. Additional information from other sources can be requested at the discretion of management or the Board. Sensitive subject matters may be discussed at the meeting without written materials being distributed in advance or at the meeting.

18) Board Access to Management

Directors shall have access to members of the Company's management. Selected members of management of the Company may attend all or a portion of each Board meeting at the invitation of the Board.

19) Director Compensation

The Corporate Governance and Nominating Committee will be responsible for recommending to the Board compensation and benefit programs for directors and for periodically reviewing the appropriateness of such programs. In making this recommendation, the Committee will take into consideration compensation paid to directors at corporations that are comparable to the Company. In addition to fees paid for attendance at Board and Committee meetings, a portion of the director's compensation may be in the form of cash retainers and a portion may be in the form of equity. Directors will be permitted to defer the receipt of their cash compensation. The structure of the compensation of directors should be transparent and easy for shareholders to understand.

20) Assessing Board Performance

The Corporate Governance and Nominating Committee is responsible for overseeing the process of conducting an annual evaluation of the performance of the Board, including an evaluation of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each Committee will conduct its own evaluation and each Committee Chair will report the performance evaluation results to the Board. The Chair of the Corporate Governance and Nominating Committee will report the performance evaluation results of the Board to the Board.

21) CEO Performance Review

The Corporate Governance and Nominating Committee has the responsibility of ensuring that the Compensation Committee has in place performance measures and objectives to be used to evaluate Chief Executive Officer performance. The Compensation Committee has the responsibility of performing the annual evaluation of Chief Executive Officer performance and reporting it to an executive session of non-management directors. The Compensation Committee uses its evaluation results in the course of its deliberations when considering the compensation of the Chief Executive Officer.

22) Succession Planning and Management Development

The Chief Executive Officer will discuss with the non-management directors in executive session, no less frequently than on an annual basis, the Company's management development and executive succession activities. There should be available to the Lead Director, or in the event the Chairman of the Board is independent, to the Chairman of the Board, the Chief Executive Officer's recommendation as a successor in the event of an emergency or his or her disability.

23) Access to Outside Advisors

The Board and its Committees shall have the right to retain independent outside financial, legal or other advisors at the expense of the Company.

24) Stock Ownership Guidelines

Each director should have a substantial investment in the Company. A holding of a number of shares of Company stock equal in value to three times the amount of a director's annual retainer is recommended for each director. Directors will have five years to attain their total share ownership threshold and should attain a share ownership threshold of one times the amount of a director's annual retainer within three years.

25) Director Orientation and Continuing Education

All new directors will be provided with an orientation process to enable them to become familiar with the Company's vision, strategic direction, core values, financial matters, corporate governance practices and other key policies and practices through a review of background material, meetings with senior management and visits to the Company's facilities. The Board also recognizes the importance of continuing education for its directors and is committed to providing such education through continuing educational programs including reviewing the Company's strategic plans, its key policies and practices, its financial statements and other materials on subjects that would assist directors in discharging their duties.

26) Ethics and Conflicts of Interest

The Board expects the Company's directors as well as officers and employees to act ethically at all times and to adhere to the Company's Code of Business Conduct and Ethics. If an actual or potential conflict of interest arises for a director, the director shall promptly notify the General Counsel's Office. If a significant conflict exists and cannot be resolved the director should resign. All directors shall recuse themselves from discussion or decisions affecting their business or personal interests.

27) Reporting of Concerns to Non-Management Directors or the Audit Committee

Anyone who has a concern about the Company's conduct, or about the Company's accounting, internal accounting controls or auditing matters, may communicate that concern to the non-management directors through the Lead Director, or in the event the Chairman of the Board is independent, through the Chairman of the Board, or to the Audit Committee through the Committee Chair. Such communications may be confidential or anonymous, and may be submitted in writing or reported by phone to a special address and a toll-free phone number that are published on the Company's website. Concerns relating to accounting, internal accounting controls or auditing matters will be forwarded to the Chair of the Audit Committee. Other concerns will be forwarded to the Lead Director, or in the event the Chairman of the Board is independent, to the Chairman of the Board. The Company's Code of Business Conduct and Ethics prohibits the Company and any of its employees from retaliating against employees and officers for raising a concern.