JDA Software - The Supply Chain Company

Corporate Governance

The Board of Directors of JDA Software Group, Inc. (the "Company") sets high standards for the Company’s employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in the below documents and charters. These documents and charters are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Board of Director Committee Composition

Chairman of the Board = Chairman of the Board   Lead Independent Director = Lead Independent Director     Chair = Chair   Committee Member = Member   Independent Director = Independent Director
Director
Since
Class Audit Committee Compensation Committee Nominating & Governance Committee
 James D. Armstrong Chairman of the Board 1985 III
 Hamish Brewer  2009 III      
 J. Michael Gullard Independent Director 1999 I Chair Committee Member Committee Member
 Richard Haddrill independent DirectorLead Independent Director 2011 I Committee Member Committee Member Committee Member
 Jock Patton Independent Director 1999 II Committee Member Chair Chair
 Arthur C. Young Independent Director 2001 II Committee Member Committee Member


Documents & Charters


Documents Size

Code of Business Conduct and Ethics 101 kb

Corporate Governance Guidelines 74 kb

First Amendment and Restated Bylaws 48 kb

JDA-Insider Trading Policy 135 kb

Third Restated Certificate of Incorporation 598 kb

Whistle Blowing Policy 34 kb

Anti-Bribery Policies and Procedures 106 kb


Charters Size

Audit Committee Charter 315 kb

Compensation Committee Charter 22 kb

Nominating and Governance Committee Charter 30 kb