<PAGE>
EXHIBIT 99.4
SYNAVANT INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The Audit Committee shall provide assistance to the Board of Directors
in fulfilling their responsibility to the shareholders, potential shareholders,
and investment community relating to corporate accounting, reporting practices
of the Corporation, and the quality and integrity of the financial reports of
the Corporation. The Audit Committee's primary duties and responsibilities are
to:
- Oversee that management has maintained the reliability and integrity
of the accounting policies and financial reporting and disclosure
practices of the Corporation.
- Oversee that management has established and maintained processes to
assure that an adequate system of internal control is functioning
within the Corporation.
- Oversee that management has established and maintained processes to
assure compliance by the Corporation with all applicable laws,
regulations and corporate policy.
The function of the Audit Committee is oversight. The management of the
Corporation is responsible for the preparation, presentation and integrity of
the Corporation's financial statements. Management is responsible for
maintaining appropriate accounting and financial reporting principles and
policies and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
accountants are responsible for planning and carrying out proper audits and
reviews, including reviews of the Corporation's quarterly financial statements
prior to the filing of each quarterly report on Form 10-Q with the Securities
and Exchange Commission (the "SEC"). The independent accountants are ultimately
accountable to the Board of Directors and the Audit Committee. In fulfilling
their responsibilities hereunder, it is recognized that members of the Audit
Committee are not full-time employees of the Corporation and are not, and do not
represent themselves to be, accountants or auditors by profession or experts in
the fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures, and each member of
the Audit Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within and outside the Corporation that it receives
information from and (ii) the accuracy of the financial and other information
provided to the Audit Committee by such persons or organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Board of
Directors).
The Audit Committee will fulfill its responsibilities primarily by
carrying out the activities enumerated in Section IV of this Charter.
<PAGE>
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board of Directors, each of whom shall not be an officer or
employee of the Company or its subsidiaries, shall not have any relationship
which, in the opinion of the Board of Directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director and shall otherwise satisfy the applicable membership requirements
under the rules of the National Association of Securities Dealers, Inc., and
free from any relationship that, in the opinion of the Board of Directors, would
interfere with the exercise of his or her independent judgment as a member of
the Audit Committee. All members of the Audit Committee shall have a working
familiarity with basic finance and accounting practices, and at least one member
of the Audit Committee shall have accounting or related financial management
expertise, or shall otherwise satisfy the applicable membership requirements
under the rules of the Nasdaq National Market System, Inc., as such requirements
are interpreted by the Board of Directors in its business judgement.
The members of the Audit Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board of Directors or
until their successors shall be duly elected and qualified. Unless a Chairperson
is elected by the full Board of Directors, the members of the Audit Committee
may designate a Chairperson by majority vote of the full Audit Committee
membership.
III. MEETINGS
In addition to such meetings of the Audit Committee as may be required
to discuss the matters set forth in Section IV, the Audit Committee should meet
at least annually with management, the individual in charge of the internal
auditing function of the Corporation and the independent accountants,
respectively, to discuss any matters that the Audit Committee or each of these
groups believes should be discussed in private. In addition, the Audit
Committee, its Chairperson or any other committee member designated by the
Chairperson should meet with the independent accountants and management
quarterly, prior to the filing of the Corporation's quarterly report on Form
10-Q with the SEC, to review the Corporation's financial results consistent with
Section IV.3 below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
DOCUMENTS, REPORTS AND REVIEW
1. Review and reassess, at least annually, the adequacy of this Charter.
Make recommendations to the Board of Directors, as conditions dictate,
to update this Charter.
2
<PAGE>
2. Review with management and the independent accountants the
Corporation's annual audited financial statements. Discuss with the
independent accountants matters required to be discussed by the
Statements of Auditing Standards. Based on these reviews and
discussions (and those in Sections IV.7 and .8), the Audit Committee
shall determine whether to recommend to the Board of Directors that the
Corporation's audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the last fiscal year for
filing with the SEC.
3. Review with management and the independent accountants the interim
financial statements prior to the filing of the Corporation's quarterly
report on Form 10-Q. The Chairperson of the Audit Committee, or any
other member of the Audit Committee designated by the Chairperson, may
represent the entire Audit Committee for purposes of this review.
INDEPENDENT ACCOUNTANTS
4. Review the performance of the independent accountants and make
recommendations to the Board of Directors regarding the reappointment
or termination of the independent accountants. The Audit Committee and
the Board of Directors have the ultimate authority and responsibility
to select, evaluate and, where appropriate, replace the independent
accountants.
5. Oversee independence of the accountants by:
- ensuring that the Audit Committee receives from the accountants, on
at least an annual basis, a formal written statement delineating all
relationships between the accountants and the Corporation consistent
with Independence Standards Board Standard 1 ("ISB No. 1");
- reviewing and actively discussing with the Board of Directors, if
necessary, and the accountants, on a periodic basis, any disclosed
relationships or services between the accountants and the Corporation
or any other disclosed relationships or services that may impact the
objectivity and independence of the accountants; and
- recommending, if necessary, that the Board of Directors take certain
action to satisfy itself of the accountants' independence.
INTERNAL CONTROL AND FINANCIAL REPORTING PROCESS
6. In conjunction with the independent accountants and the internal
auditing function, review the integrity of the Corporation's financial
reporting processes to ensure that such processes are sufficient to
prepare adequate and timely financial statements in accordance with
generally accepted accounting principles.
7. Advise management, the individual in charge of the internal auditing
function and the independent accountants that they are expected to
provide to the Audit Committee a
3
<PAGE>
timely analysis of significant financial reporting issues and
practices, including major changes to the Corporation's accounting
principles and practices proposed by management, the impact of
proposed standards by the accounting profession and management's
recommendation as to its adoption of the financial statements or any
significant changes in auditing standards or audit scope applicable to
the independent accountants' audit.
8. Meet with management, the individual in charge of the internal auditing
function and the independent accountants:
- to discuss the scope of the annual audit;
- to review the form of opinion the independent accountants
propose to render to the Board of Directors and shareholders;
- to inquire about material financial risks and significant
judgments made in management's preparation of the financial
statements; and
- any significant difficulties encountered during the course of
the review or audit, including any restrictions on the scope of
the work or access to required information.
9. Review and resolve any significant disagreement among management and
the independent accountants or the internal auditing function.
LEGAL COMPLIANCE/GENERAL
10. Review with the Corporation's counsel any legal matter that could have
a significant impact on the Corporation's financial statements.
11. Report the results of any and all meetings of the Audit Committee
through its Chairperson to the full Board of Directors.
12. Maintain minutes or other records of meetings and activities, including
interim result discussions of the Audit Committee.
13. Prepare and resolve any report, including any recommendation of the
Audit Committee, required by the rules of the SEC to be included in the
Corporation's annual proxy statement.
V. RESOURCES AND AUTHORITY
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibility, including the authority to engage independent
accountants for special audits, reviews or other procedures and to retain
special counsel and other experts or consultants.
4
