Audit Pre-Approval Process

ACXIOM CORPORATION PROCESS FOR PRE-APPROVAL OF ENGAGEMENTS FOR AUDIT AND NON-AUDIT SERVICES BY THE PRIMARY EXTERNAL AUDITOR

I. Background

Section 201 of the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits certain activities by the external auditor of the Company which is charged with performing the audit of the Company’s financial statements for the purpose of expressing an opinion thereon (the “primary external auditor”). Prohibited activities include the following:

1. bookkeeping or other services related to the accounting records or financial statements of the Company;
2. financial information systems design and implementation;
3. appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
4. actuarial services;
5. internal audit outsourcing services;
6. management functions or human resources;
7. broker or dealer, investment adviser, or investment banking services;
8. legal services, and expert services unrelated to the audit; and
9. any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Sections 201 and 202 of the Act provide that the primary external auditor may engage in any non-audit service for the Company, including a tax service, which is not described above, only if the activity is approved in advance by the Audit Committee. Additionally, Section 202 of the Act requires that all audit, audit-related and non-audit services provided by the primary external auditor be approved in advance by the Audit Committee.

II. Purpose

The purpose of this document is to outline the Audit Committee’s pre-approval process for engagements for audit and non-audit services by the Company’s primary external auditor.

III. Pre-approval Process

A. Audit Services

1. All audit services to be performed by the primary external auditor will be performed pursuant to a written engagement letter which outlines the scope and nature of the services and the fees to be paid for such services.
2. With respect to the annual audit of the Company’s financial statements by the primary external auditor, the Audit Committee shall pre-approve the selection of the primary external auditor and shall pre-approve the form of engagement letter relating to such engagement and all audit services contemplated thereby. In the event additional audit services are to be performed by the primary external auditor which are outside the scope of the initial engagement letter, an addendum to the engagement letter describing the additional services shall be submitted to the Audit Committee for pre-approval.

B. Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with the Securities and Exchange Commission’s (“SEC”) rules on auditor independence, the Audit Committee may grant pre-approval of specific audit-related services at the time of approving the engagement of the primary external auditor as contemplated by Section A above. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements. A list of specific audit-related services that have been pre-approved by the Audit Committee at the time of the engagement of the primary external auditor will be filed with the primary external auditor’s engagement letter. All other audit-related services not so listed must be specifically approved by the Audit Committee.

C. Non-Audit Services

1. In connection with any proposed engagement for non-audit services, the principal financial officer of the Company (or such other person as may be designated by the principal financial officer) (“CFO”) shall prepare a written document that includes an explanation of the scope of the project, the expected benefits of the project, the estimated project costs, the estimated timing and duration of the project, and any other pertinent information regarding the project. The CFO will be the primary Company contact for the non-audit services.

2. The Audit Committee shall then review and pre-approve the proposed non-audit services engagement by one of the following methods:

a. Review and pre-approval at a regularly scheduled meeting attended by a quorum of the members;
b. Review and pre-approval during a telephone conference with a quorum of members participating; or
c. Review and pre-approval by one designated committee member, typically the Chairman of the Audit Committee, who has been delegated by the Committee the authority to grant such pre-approval.

3. If pre-approval is granted pursuant to subparagraph 2.c above, the decisions of any committee member to whom authority is delegated to pre-approve an engagement for non-audit services shall be reported to the full Audit Committee at the next regularly scheduled meeting.

4. All engagements for non-audit services by the primary external auditor which are approved by the Audit Committee shall be disclosed to investors in periodic reports as may be required the Securities Exchange Act of 1934.

5. The requirement for pre-approval by the Audit Committee of an engagement for non-audit services by the Company’s primary external auditor shall be waived if each of the following conditions are satisfied:

a. The aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its primary external auditor during the fiscal year in which the non-audit services are provided;
b. Such services were not deemed by the Company at the time of the engagement to be audit services; and
c. Such services are promptly brought to the attention of the Audit Committee and approved pursuant to the procedures under paragraph 2 above.

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