Board Committees

Our Board of Directors has three standing Board Committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

The Audit Committee operates under an Audit Committee Charter adopted by our Board of Directors. The principal functions of the Audit Committee are:

overseeing the integrity of Concur’s financial statements and its compliance with related legal and regulatory requirements;
monitoring the adequacy of Concur’s accounting and financial reporting, and its internal controls and processes for financial reporting;
overseeing Concur’s relationship with its independent auditors, including appointing, evaluating, and setting the compensation of the independent auditors; and
facilitating communication among the independent auditors, Concur’s management, and the Board of Directors.

The Compensation Committee operates under a Compensation Compensation Committee Charter adopted by our Board of Directors. The principal functions of the Compensation Committee are:

reviewing and making recommendations to the Board of Directors regarding all forms of salary, bonus, and stock compensation provided to executive officers of Concur, the long-term strategy for employee compensation, the types of stock and other compensation plans to be used by Concur and the shares and amounts reserved thereunder;
overseeing the overall administration of Concur’s equity-based compensation and stock option plans; and
addressing such other compensation matters as may from time to time be directed by the Board of Directors.

The Nominating and Corporate Governance Committee operates under a Nominating and Corporate Governance Committee Charter adopted by our Board of Directors. The principal functions of the Nominating and Corporate Governance Committee are:

assisting the Board of Directors in identifying, evaluating, and nominating candidates to serve as members of the Board of Directors;
recommending director nominees for the next annual meeting of stockholders to the Board of Directors;
reviewing and making recommendations to the Board of Directors regarding the composition and operations of the Board; and
reviewing and making recommendations to the Board of Directors regarding corporate governance policies and ethical conduct.