CPSI 2018 Proxy Statement

13 stockholders. All of our incumbent directors attended the 2017 Annual Meeting of Stockholders who were members of the Board of Directors at such time. The following table sets forth the current membership of each committee of the Board of Directors and the number of meetings that the Board and each committee held during 2017: Director Board Audit Compensation Nominating and Corporate Governance Regina M. Benjamin • • J. Boyd Douglas (CEO) • David A. Dye (Chairman and Chief Growth Officer) C Charles P. Huffman • C • John C. Johnson • • C W. Austin Mulherin, III • A. Robert Outlaw, Jr. • • • William R. Seifert, II (1) • • C Glenn P. Tobin • • Denise W. Warren • • Number of 2017 Meetings 7 5 7 8 (1) Mr. Seifert is not standing for re-election to the Board at the Annual Meeting and will not serve on the Audit or Compensation Committees following the Annual Meeting. Audit Committee The current members of the Audit Committee are Charles P. Huffman (Chairman), A. Robert Outlaw, Jr., William R. Seifert, II and Denise W. Warren, each of whom qualifies as independent under applicable Nasdaq listing standards and satisfies the heightened independence standards under SEC rules. Furthermore, in accordance with SEC rules, the Board has determined that each of Charles P. Huffman and Denise W. Warren qualifies as an “audit committee financial expert” as defined by the applicable SEC rules. Upon Mr. Seifert’s retirement from the Board of Directors as of the Annual Meeting, the members of the Audit Committee will be Charles P. Huffman (Chairman), A. Robert Outlaw, Jr. and Denise W. Warren. The Report of the Audit Committee appears on page 44 of this Proxy Statement. The primary duties of the Audit Committee are to: • Assist the Board in fulfilling its responsibility of overseeing management’s conduct of the Company’s financial reporting process, including by appointing, determining the compensation of, and overseeing the work of the Company’s independent auditor; • Review and discuss with management and the Company’s independent auditor the Company’s annual and quarterly financial statements, including their judgment about the quality of accounting principle; • Recommend to the Board that the Company’s annual audited financial statements be included in the Company’s Annual Report on Form 10-K and prepare the report of the Committee required to be included in the Company’s annual proxy statement; • Review any legal, regulatory or compliance matters that could have a significant impact on the Company’s financial statements, as well as all material off-balance sheet transactions and other relationships of the Company that could have a material effect on the Company’s financial condition;