CPSI 2018 Proxy Statement

14 • Review the adequacy of the Company’s internal control structure and system, and the procedures designed to ensure compliance with laws and regulations; • Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and • Review, approve and conduct appropriate oversight of all related party transactions (as required to be disclosed pursuant to Item 404 of SEC Regulation S-K) pursuant to Nasdaq rules. Compensation Committee The current members of the Compensation Committee are William R. Seifert, II (Chairman), John C. Johnson, A. Robert Outlaw, Jr. and Glenn P. Tobin, each of whom qualifies as independent under applicable Nasdaq listing standards and satisfies the heightened independence criteria applicable to compensation committee members under Nasdaq’s listing standards. Upon Mr. Seifert’s retirement from the Board of Directors as of the Annual Meeting, the members of the Compensation Committee will be John C. Johnson, A. Robert Outlaw, Jr. and Glenn P. Tobin. The Compensation Committee Report appears on page 30 of this Proxy Statement. The primary duties of the Compensation Committee are to: • Review, approve and recommend to the Board for approval the salaries and other compensation of the Company’s executive officers and oversee and administer the Company’s equity-based plans and executive cash incentive plans; • Review and make recommendations to the Board regarding the Company’s policies and procedures pertaining to director compensation; • Review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs; • Provide and approve the Compensation Committee Report to be included in the Company’s annual proxy statement; and • Review and discuss with management the Compensation Discussion and Analysis (“CD&A”) required by the rules of the SEC and, based on such review and discussion, recommend to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K or the Company’s annual proxy statement. Additionally, the Compensation Committee has reviewed the Company’s compensation programs, plans and practices for all of its employees as they relate to risk management and risk-taking initiatives to ascertain if they serve to incent risks which are “reasonably likely to have a material adverse effect” on the Company. As a result of this process, the Compensation Committee concluded and informed the Board of Directors that any risks arising from these programs, plans and practices are not reasonably likely to have a material adverse effect on the Company. Nominating and Corporate Governance Committee The current members of the Nominating and Corporate Governance Committee are John C. Johnson (Chairman), Regina M. Benjamin and Charles P. Huffman, each of whom qualifies as independent under applicable Nasdaq listing standards. The primary duties of the Nominating and Corporate Governance Committee are to: • Make recommendations to the Board regarding the composition of the Board, including such matters as (a) the size of the Board; (b) the mix of inside and outside directors; (c) the Board’s criteria for selecting new directors; (d) the retirement policy for members of the Board; and (e) the independence of existing and prospective Board members; • Identify individuals qualified to become members of the Board, consistent with criteria approved by the Board, and recommend director nominees for approval by the Board; • Evaluate the nature, structure, operations and procedures of other Board committees and make recommendations to the Board as to qualifications of members of the Board’s committees and committee member appointment and removal;