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  • Communicating with Directors

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF

ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.

EFFECTIVE AS OF JULY 26, 2006

I. PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Advance America, Cash Advance Centers, Inc. (the "Corporation") is to (a) assist the Board's oversight of (i) the integrity of the Corporation's financial statements, (ii) the Corporation's compliance with legal and regulatory requirements, (iii) the Corporation's independent auditors' qualifications, independence and performance, and (iv) the performance of the Corporation's independent auditors and the Corporation's internal audit function, and (b) prepare the report required to be prepared by the Committee pursuant to the rules of the U.S. Securities and Exchange Commission (the "SEC") for inclusion in the Corporation's annual proxy statement.

II. COMPOSITION OF THE COMMITTEE

The Committee shall consist of three or more directors as determined from time to time by the Board. The members of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the SEC and the New York Stock Exchange (the "NYSE"), and any additional requirements that the Board deems appropriate. At least one member of the Committee must qualify as an audit committee financial expert as defined by the SEC and have accounting or related financial management expertise as determined by the Board in its business judgment.

The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.

Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

III. MEETINGS OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once every fiscal quarter. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee shall meet separately on a periodic basis with (i) management, (ii) the director of the Corporation's internal auditing department or other person responsible for the internal audit function and (iii) the Corporation's independent auditors, in each case to discuss any matters that the Committee or any of the above persons or firms believe warrant Committee attention.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Committee shall maintain minutes of its meetings and records relating to those meetings. Unless the Committee by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all members of the Committee consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Committee.

IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

In carrying out its duties and responsibilities, the Committee's policies and procedures should remain flexible, so that it may be in a position to best address, react or respond to changing circumstances or conditions. The following duties and responsibilities are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, NYSE, or any other applicable regulatory authority:
Selection, Evaluation and Oversight of the Auditors

1. Be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, and each such registered public accounting firm must report directly to the Committee (the registered public accounting firm engaged for the purpose of preparing or issuing an audit report for inclusion in the Corporation's Annual Report on Form 10-K is referred to herein as the "independent auditors");
2. Review and, in its sole discretion, approve in advance the Corporation's independent auditors' annual engagement letter, including the proposed fees contained therein, as well as all audit and, as provided in the Sarbanes-Oxley Act of 2002 (the "Act") and the SEC rules and regulations promulgated thereunder, all permitted non-audit engagements and relationships between the Corporation and such independent auditors (which approval should be made after receiving input from the Corporation's management, if desired). Approval of audit and permitted non-audit services will be made by the Committee or by one or more members of the Committee as shall be designated by the chairperson of the Committee and the person or persons granting such approval shall report such approval to the Committee at the next scheduled meeting;
3. Review the performance of the Corporation's independent auditors, including the lead partner, and, in its sole discretion, make decisions regarding the replacement or termination of the independent auditors when circumstances warrant;
4. Obtain at least annually from the Corporation's independent auditors and review a report describing:
1. the independent auditors' internal quality-control procedures;
2. any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by any governmental or professional authority, within the preceding five years, respecting one or more audits carried out by the independent auditors, and any steps taken to deal with any such issues; and
3. all relationships between the independent auditors and the Corporation;
The Committee should present its conclusions with respect to the above matters, as well as its review of the lead partner, and its views on whether there should be a regular rotation of the independent auditors, to the Board.
5. Evaluate the independence of the Corporation's independent auditors by, among other things, monitoring compliance by the Corporation and its independent auditors with the applicable auditor independence requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder;

Oversight of Annual Audit and Quarterly Reviews


6. Review and discuss with the independent auditors their annual audit plan, including the timing and scope of audit activities, and monitor such plan's progress and results during the year;
7. Review with management, the Corporation's independent auditors and the director of the Corporation's internal auditing department, the following information, which is required to be reported by the independent auditor:
1. all critical accounting policies and practices to be used;
2. all alternative treatments of financial information that have been discussed by the independent auditors and management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; and
3. all other material written communications between the independent auditors and management, such as any management letter and any schedule of unadjusted differences;
8. Review with management, the Corporation's independent auditors and, if appropriate, the director of the Corporation's internal auditing department, the following:
1. the Corporation's annual audited financial statements and quarterly financial statements, including the Corporation's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and any major issues related thereto;
2. major issues regarding accounting principles and financial statements presentations, including any significant changes in the Corporation's selection or application of accounting principles;
3. any analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative generally accepted accounting principles methods on the Corporation's financial statements; and
4. the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation;
9. Resolve all disagreements between the Corporation's independent auditors and management regarding financial reporting;
10. Review on a regular basis with the Corporation's independent auditors any problems or difficulties encountered by the independent auditors in the course of any audit work, including management's response with respect thereto, any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management.

Oversight of the Financial Reporting Process and Internal Controls
11. Review:
1. the adequacy and effectiveness of the Corporation's accounting and internal control policies and procedures on a regular basis, including the responsibilities, budget, compensation and staffing of the Corporation's internal audit function, through inquiry and discussions with the Corporation's independent auditors, management and the director of the Corporation's internal auditing department; and
2. any report prepared by management, and attested to by the Corporation's independent auditors, assessing the effectiveness of the Corporation's internal control over financial reporting and stating management's responsibility for establishing and maintaining adequate internal control over financial reporting prior to its inclusion in the Corporation's Annual Report on Form 10-K;
12. Review with the chief executive officer, chief financial officer and independent auditors, periodically, the following:
1. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation's ability to record, process, summarize and report financial information; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation's internal control over financial reporting;
13. Review with management the Corporation's administrative, operational and accounting internal controls, including any special audit steps adopted in light of the discovery of material control deficiencies;
14. Receive periodic reports from the Corporation's independent auditors, management and director of the Corporation's internal auditing department to assess the impact on the Corporation of significant accounting or financial reporting developments that may have a bearing on the Corporation;
15. Review and discuss with the independent auditors the results of the yearend audit of the Corporation, including any comments or recommendations of the Corporation's independent auditors and, based on such review and discussions and on such other considerations as it determines appropriate, recommend to the Board whether the Corporation's financial statements should be included in the Annual Report on Form 10-K;
16. Establish and maintain free and open means of communication between and among the Committee, the Corporation's independent auditors, the Corporation's internal auditing department and management, including providing such parties with appropriate opportunities to meet separately and privately with the Committee on a periodic basis;
17. Review the type and presentation of information to be included in the Corporation's earnings press releases (especially the use of "pro forma" or "adjusted" information not prepared in compliance with generally accepted accounting principles), as well as financial information and earnings guidance provided by the Corporation to analysts and rating agencies (which review may be done generally (i.e., discussion of the types of information to be disclosed and type of presentations to be made), and the Committee need not discuss in advance each earnings release or each instance in which the Corporation may provide earnings guidance);
18. Review, systematically and periodically, the system of internal control over financial reporting established by management. Such oversight shall include:
    1. (i) Management's antifraud programs and controls, including: (a) management's identification of fraud risks and implementation of antifraud measures; (b) mechanisms for employees and third parties to report concerns; (c) receipt and review of periodic reports describing the nature, status and eventual disposition of alleged or suspected fraud and misconduct; (d) the internal audit plan's assessment of fraud risk and internal audit's mechanism to ensure that internal audit can express any concerns about management's commitment to appropriate internal controls or to report suspicions or allegations of fraud; (e) involvement of other experts—legal, accounting and other professional advisors—as needed to investigate any alleged or suspected wrongdoing brought to their attention;
    2. The potential for management override of controls or other inappropriate influence over the financial reporting process;
    3. Review and approval of accounting principles and policies used by management in determining significant estimates;
    4. Review of significant non-routine transactions entered into by management;
    5. Functional reporting by the internal auditing department and the Corporation's independent auditors to the Board and Committee; and
    6. Approval and disclosure of any waivers of the Code of Business Conduct and Ethics for directors and executive officers and Code of Ethics for the Chief Executive Officer, President and senior financial officers of the Corporation;
19. Consider the effectiveness of the Corporation's internal control system, including information technology security and control;

Risks and Risk Management
20. At least annually (or more frequently as circumstances require), discuss guidelines and policies governing the process by which senior management of the Corporation and the relevant departments of the Corporation, including the internal auditing department, assess and manage the Corporation's exposure to risk, as well as the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures;
21. Review the responsibilities of the internal auditing department to provide advice, and challenge or support management's decisions on risk, including:
    1. Giving assurance on risk management processes;
    2. Giving assurance that risks are correctly evaluated;
    3. Evaluating risk management processes;
    4. Evaluating the reporting of key risks; and
    5. Reviewing the management of key risks;

Organizational Structure
22. The Committee shall perform an annual review of the appropriateness of the Corporation's organization structure with respect to financial reporting and information systems. The review shall focus on the following areas and any other areas deemed appropriate by the Committee:
1. Organizational structure with respect to financial reporting and information systems in light of the Corporation's objectives, strategies and future plans;
2. Responsibility and delegation of authority with respect to financial reporting and information systems;
3. Segregation of responsibilities for initiating and recording transactions and maintaining custody of assets; and
4. Communication flow within the organization (upstream, downstream and across business activities) with respect to financial reporting and information systems;

Miscellaneous
23. Establish clear hiring policies by the Corporation for employees or former employees of the Corporation's independent auditors;
24. Review legal and regulatory matters, including (i) any matters that may have a material impact on the financial statements of the Corporation and (ii) any matters involving potential or ongoing material violations of law or breaches of fiduciary duty by the Corporation or any of its directors, officers, employees or agents or breaches of fiduciary duty to the Corporation;
25. Prepare the report required by the rules of the SEC to be included in the Corporation's annual proxy statement;
26. Review the Corporation's policies relating to the ethical handling of conflicts of interest and review ongoing and proposed related party transactions (as described by the rules of the SEC) involving the Corporation;
27. Review the Corporation's program to monitor compliance with the Corporation's Code of Business Conduct and Ethics and Code of Ethics for Chief Executive Officer, President and Senior Financial Officers of the Corporation, and meet periodically with the Corporation's Compliance Officer to discuss compliance with the Code of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer, President and senior financial officers of the Corporation;
28. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
29. Determine, in its capacity as a committee of the Board, the appropriate funding for the payment of (i) compensation to the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; (ii) compensation to any advisors employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties;
30. Report regularly to the Board on its activities, as appropriate. In connection therewith, the Committee should review with the Board any issues that arise with respect to the quality or integrity of the Corporation's financial statements, the Corporation's compliance with legal or regulatory requirements, the performance and independence of the Corporation's independent auditors, or the performance of the internal audit function; and
31. Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.

V. EVALUATION OF THE COMMITTEE

The Committee shall, on an annual basis, evaluate its performance. The evaluation shall address all matters that the Committee considers relevant to its performance, including a review and assessment of the adequacy of this Charter, and shall be conducted in such manner as the Committee deems appropriate.

The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter.

VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, with or without Board approval, at the Corporation's expense, such independent counsel or other consultants or advisers as it deems necessary or appropriate to assist the Committee in fulfilling its duties and responsibilities. The Committee may approve the fees and expenses of such advisors.

Committee Members

Donovan A. Langford III
Robert H. Chapman, III
W. Olin Nisbet

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