FIDELITY NATIONAL INFORMATION SERVICES, INC.
BOARD OF DIRECTORS
EXECUTIVE COMMITTEE CHARTER
- Purpose of the Committee
The primary purpose of the Executive Committee of the Board of Directors of Fidelity National Information Services, Inc. (the “Committee”) is to act on behalf of the full Board between regularly scheduled Board meetings, when time is of the essence.
- Committee Membership
The Committee shall be comprised of the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the Lead Independent Director and the chairs of each of the other four standing committees (Audit, Risk, Compensation and Corporate Governance & Nominating).
The Chairman of the Board shall be the Chairman of the Executive Committee. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside over a meeting of the Committee.
A majority of the members of the Committee shall constitute a quorum.
- Committee Authority and Responsibilities
The Committee may exercise all of the authority of the Board of Directors in the business and affairs of the Company, except where action by the full Board is specifically required or where authority is specifically limited by the Board of Directors. The Committee shall not have the authority of the Board of Directors to do any of the following:
- declare dividends or distributions of stock;
- issue stock or authorize or approve the issuance or sale, or contract for sale, of stock or determine the designation and relative rights, preferences, and limitations of a series or class of stock;
- recommend to shareholders any action that requires shareholder approval;
- amend or repeal the Articles of Incorporation or Bylaws of the Company;
- approve a plan of merger or share exchange not requiring stockholder approval;
- amend, alter or repeal, or take action inconsistent with any resolution or action of the Board of Directors; or
- take action that the Georgia Corporation Business Code, the Articles of Incorporation or the Bylaws require be taken by the Board and not a Committee of the Board.
The Committee shall keep a full and accurate record of its proceedings at each meeting and report the same at the next meeting of the Board.
The Committee shall have the resources and authority to discharge its responsibilities, including the authority to retain counsel and other experts or consultants.
The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
- Meetings of the Committee
The Committee shall meet at the call of the Chairman of the Board, which notice shall set forth the date, time and subject matter of the meeting. The Committee shall report its actions to the Board.
The Board may limit or qualify the powers of the Committee at any time, and may rescind any action of the Committee to the extent that no rights of the third persons have intervened.
Last reviewed February 1, 2018
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