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EXHIBIT 99.1
HAHT Commerce, Inc.
Audit Committee Charter
Mission Statement
The Audit Committee (the "Audit Committee") will assist the Board of Directors
of HAHT Commerce, Inc. (the "Company") in fulfilling its oversight
responsibilities. The Audit Committee will appraise the financial reporting
process, the audit process, and the Company's process for monitoring compliance
with laws and regulations and with the Company's code of conduct. In performing
its duties, the Audit Committee will maintain effective working relationships
with the Board of Directors, management, and the internal and external auditors.
To properly perform his or her role, each committee member will have an
understanding of the responsibilities of committee membership as well as
familiarity with the Company's business, operations, and risks.
Although the Audit Committee has the responsibilities and powers set forth in
this charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the external auditors. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the external auditors or to assure
compliance with applicable laws, regulations and codes of conduct.
Organization
. The Audit Committee will be composed of not less than three nor more than
five members of the Board of Directors.
. The Board of Directors will appoint committee members annually for a term
of one year.
. The Board of Directors will appoint a chairperson.
. Each committee member shall be financially literate or become financially
literate within a reasonable period of time after his or her appointment to
the Audit Committee.
. At least one member of the Audit Committee shall have accounting or related
financial management expertise.
. The Audit Committee shall comprise solely of directors independent of
management and free from any relationship that, in the opinion of the Board
of Directors, would interfere with the exercise of independent judgement as
a committee member.
. A majority of the committee members will constitute a quorum.
. The committee will meet at least twice a year, or more frequently as
required, and at such times and places as it deems advisable.
. The committee will report to the Board of Directors after each meeting of
the committee.
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. The external and internal auditors will have the right to appear before and
be heard by the Audit Committee.
. The committee will have the right, for the purpose of the proper
performance of its functions, to meet at any reasonable time with the
external and internal auditors or any of the officers or employees of the
Company.
Roles and Responsibilities
Controls
. Evaluate whether management is appropriately communicating the importance
of internal controls.
. Appraise the extent to which internal and external auditors examine
computer systems and applications, the security of such systems and
contingency plans for processing financial information in the event of a
systems breakdown.
. Determine whether internal control recommendations made by internal and
external auditors are responded to by management in a timely fashion.
. Ensure that the external auditors have access to the Audit Committee with
regard to issues of fraud, deficiencies in internal controls and related
matters.
Financial Reporting
General
. Review significant accounting and reporting issues, including recent
professional and regulatory pronouncements, and understand their impact on
the financial statements.
. Discuss with management and the internal and external auditors significant
risks and exposures and the plans to minimize such risks.
Annual Financial Statements
. Consider the annual financial statements and determine whether they are
consistent with the information known to committee members.
. Discuss matters involving judgment such as those involving valuation of
assets and liabilities, and the accounting for and disclosure of revenue
recognition and reserves.
. Meet with management and the external auditors together and separately to
discuss the financial statements and the results of the audit.
. Review the annual report before its release and consider whether the
information contained therein is consistent with members' knowledge about
the Company and its operations.
. Obligate the external auditors to communicate certain required matters to
the committee.
Interim Financial Statements
. Be briefed on how management develops and summarizes quarterly financial
information, and the extent to which the external auditors review quarterly
financial information.
. Meet with management and, if a pre-issuance review was completed, with the
external auditors, either telephonically or in person, to discuss the
interim financial
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statements and the results of the review (this may be done by the committee
chairperson or the entire committee).
Compliance with Laws and Regulations
. Appraise the effectiveness of the system for monitoring compliance with
applicable laws, regulations and codes of conduct and the results of
management's investigation and follow-up (including disciplinary action) on
any fraudulent acts or accounting irregularities.
. Periodically obtain updates from management, the Company's general counsel
and the Company's tax director regarding compliance.
. Review the findings of any examinations by regulatory agencies such as the
Securities and Exchange Commission.
Internal Audit
. Review the activities and organizational structure of the internal audit
function.
. Review the qualifications of the director of internal audit and concur in
the appointment, replacement, reassignment or dismissal of that individual.
External Audit
. Instruct the external auditors that the Board of Directors and the Audit
Committee, as the stockholders' representative, is the external auditors'
client.
. Review the external auditors' proposed audit scope and approach.
. Review the performance of the external auditors and recommend to the Board
of Directors the appointment, retention or discharge of the external
auditors.
. Obtain from the external auditors a formal written statement delineating
all relationships between the external auditors and the Company, consistent
with applicable independence standards, and actively engage in a dialogue
with the external auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of the external
auditors.
Other Responsibilities
. Meet with the external auditors, the director of internal audit and
management in separate executive sessions to discuss any matters that the
committee or these groups believe should be discussed privately.
. Ensure that significant findings and recommendations made by the internal
and external auditors are dealt with in a timely fashion.
. Review with company counsel any legal matters that could have a significant
impact on the Company's financial statements.
. If necessary, institute special investigations and, if appropriate, hire
special counsel or experts to assist.
. Perform other oversight functions as requested by the Board of Directors.
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. Review and update the charter of the committee and receive approval of
changes from the Board of Directors.
Reporting Responsibilities
. Regularly update the Board of Directors about committee activities and
recommendations.
