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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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