Approved July 28, 2008 S1 Corporation Audit Committee Charter Subject to annual appointment by the Board of Directors, the Audit Committee shall have the responsibility, authority and specific duties described below. I. Purpose The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to the SEC, the federal banking regulatory agencies, or the public, the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established, and the Company’s accounting and financial reporting processes generally. The Committee also has oversight of the Company’s corporate finance function, including but not limited to tax programs, risk management, capital structure, equity offerings, debt financings, derivatives, capital investment, cash management, banking relationships and activities, short and long-term investments, foreign currency exchange management, share repurchase programs, and operating and capital expenditure budgets. The Audit Committee is the Board’s principal agent in assuring the independence of the Company’s independent accountants, the integrity of management and the adequacy of disclosures to stockholders. Consistent with this function, the Audit Committee should encourage continuous improvement of, and ...