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Carreker
Corporation Press Release - September
4, 2002
Carreker
Corporation Announces Formation
of Corporate Governance Committee
Company
Demonstrates Dedication to
Best Practices and Commitment
to Shareholders
DALLAS (Sept. 4, 2002) — Carreker
Corporation [NASDAQ: CANI], a leading
provider of consulting and technology
solutions for financial institutions
around the world, announced today
that it has formally implemented
a Governance Committee. The committee
was formed to advise and assist the
Board of Directors in maintaining
appropriate corporate governance
practices.
Revealing the company’s proactive
nature, the Board approved the Governance
Committee Charter at its June meeting,
prior to any regulations imposed
by the SEC or NASDAQ. In addition,
the Company announced that Chairman
and Chief Executive Officer, J. D.
(Denny) Carreker and Chief Financial
Officer, Terry Gage will certify
the completeness and accuracy of
materials made available by Carreker
for investors, including the Company’s
financial statements. These actions
further demonstrate the Company’s
commitment to its shareholders and
its dedication to transparent reporting
practices.
The Committee formally addresses
some key concerns to investors today
including Board independence from
management; the role of independent
Directors in compensation and nomination
decisions; and the financial acumen
of Directors who serve on audit committees.
Commenting on the announcement of
the Company’s governance initiatives,
Carreker Chairman and Chief Executive
Officer, J. D. (Denny) Carreker said, “While
many of these initiatives were already
in place at Carreker, we formalized
them by establishing the Governance
Committee. We believe this demonstrates
to the investment community that
the quality and integrity of our
accounting and corporate governance
practices is, and always has been,
among the best in corporate America.”
Carreker’s Governance Committee
responsibilities include, but are
not limited to:
- Advising the Board with respect
to appropriate composition of the
Board and its committees. The Governance
Committee Charter requires a substantial
majority of Outside Directors and
a limited number of Management
Directors. The Committee will also
seek to ensure each Director continues
to have the appropriate skills
and characteristics for committee
positions, such as financially
knowledgeable Directors serving
on the audit committee.
- Ensuring the appropriate composition
on the Board, so the Directors
represent diverse points of view
and do not represent specific constituencies.
The Committee will monitor and
report to the board whether there
is any current relationship between
any Outside Director and the Company
that may adversely affect the independent
judgment or actions of a Director.
- Assessing the Board’s performance
by conducting annual performance
reviews of the Chairman, CEO and
each Director, and evaluating the
contribution and respective committee’s
performance. The Committee will
also serve as a nominating committee
for the Board and help screen incoming
Board nominees. The Governance
Committee Charter states that the
Lead Director will be an Outside
Director and the Committee will
seek to ensure the Lead Director
meets the highest test of management
independence.
The Governance Committee Charter
can be viewed on Carreker’s
website at www.carreker.com.
About Carreker Corporation
Carreker Corporation improves earnings
for financial institutions around
the world. The Company’s
integrated consulting and software
solutions are designed to increase
our clients’ revenues and
reduce expenses, while improving
security and increasing the value
of their customer relationships.
Carreker provides products and
services to more than 250 clients
in the United States, Canada, the
United Kingdom, Ireland, Australia,
and South Africa. Clients consist
of the full range of community,
regional and large banks, including
more than 75 of the largest 100
banks in the United States. Headquartered
in Dallas, Texas since 1978, Carreker
Corporation also has offices located
around the world including London,
Toronto, and Sydney. For more information,
visit www.carreker.com.
Forward Looking Statement -
Except for historical information,
the statements in this release,
including statements regarding
future financial performance, the
market for our products and services,
and the value of our new contract
signings, are forward-looking statements
within the meaning of the federal
securities laws. These statements
are subject to numerous risks and
uncertainties that could cause
actual results to differ materially,
including but not limited to economic,
competitive, governmental and technological
factors affecting our operations,
markets, services, products and
prices. For information concerning
these risks and uncertainties,
see our most recent Form 10-K.
We assume no obligation to update
or revise any forward-looking statements,
whether as a result of new information,
future events or otherwise, except
as may be required by law.
Carreker
Corporation Contact:
Vickie
Gorton, SVP, Director Investor
Relations
972 371-1601 PH
972 233-7831 FX
Email: vgorton@carreker.com
Terry
Gage, Executive Vice President,
CFO
972 371-1454 PH
972 458-2567 FX
Email: tgage@carreker.com
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