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Qualified Legal Compliance Committee
The Board of Directors of Arkansas Best Corporation has
established a Qualified Legal Compliance Committee (“QLCC”) to receive and
investigate reports from attorneys representing it before the Securities and
Exchange Commission of evidence of a material violation of securities law or
breach of fiduciary duty or similar violation by the company or any of its
officers, directors, employees or agents.
The Board has designated its Audit Committee to serve as
the QLCC. Reports to the QLCC may be made to the Chairman of the Audit Committee
Fred A. Allardyce
3801 Old Greenwood Road
P.O. Box 10048
Fort Smith, AR 72917-0048
Below is the Charter and Procedures of Operation of the
Arkansas Best Qualified Legal Compliance Committee.
Charter and Procedures of Operation
Qualified Legal Compliance Committee
The Arkansas Best Corporation
Qualified Legal Compliance Committee (“QLCC”) hereby adopts the following
Charter and Procedures for the confidential receipt, retention, and
consideration of any report of evidence of a material violation under 17 CFR,
Part 205.3. It is the intent that this Charter and Procedures be in compliance
with Part 205, and any subsequent modifications to Part 205.3’s requirements are
hereby made amendments to this Charter and Procedures.
QLCC shall fulfill its obligations under its Charter as enacted by the
Arkansas Best Corporation Board of Directors, as it may be amended from
General Counsel shall provide written notice to any outside attorneys
appearing and practicing on ABC’s behalf before the Securities and Exchange
Commission, as defined in Part 205, that ABC has designated the Audit
Committee as ABC’s QLCC. The written notice shall include the name, mailing
address and telephone number of the Audit Committee Chairman and a statement
that reports required under 17 CFR, Part 205 are to be made to the Audit
Committee Chairman or any other member of the Audit Committee and will be
treated as confidential to the extent requested.
shall also disclose on its corporate web site that the Audit Committee has
been designated as ABC’s QLCC and provide the name, mailing address and
telephone number of the Audit Committee Chairman and a statement that reports
required under 17 CFR, Part 205 are to be made to the Audit Committee Chairman
or any other member of the Audit Committee and will be treated as confidential
to the extent requested.
- Upon receipt of a report of evidence of
a material violation, the Chairman shall immediately provide written notice
detailing the reported evidence of a material violation to each of the QLCC
members, and except where the QLCC believes it would be futile to notify them,
to ABC’s Chief Executive Officer (“CEO”) and General Counsel.
General Counsel shall retain the records relating to all reports of a material
violation provided to the QLCC, except the Audit Committee Chairman shall
provide for the maintaining of any records of any such report that the General
Counsel’s retention of would violate any confidential designation of the
Chairman shall convene a meeting of the QLCC to determine if an investigation
of the report is necessary. The QLCC may include such advisors, as it desires,
in such meeting or in other phases of its review and investigation of the
report. The timing of the meeting shall be appropriate to the matters
identified in the report.
the QLCC determines that an investigation is necessary or appropriate it shall
notify the full Board of Directors and initiate an investigation, which may be
conducted by the General Counsel or outside attorneys (as determined by the
QLCC) and retain such additional expert personnel as the QLCC deems
the conclusion of any such investigation if the QLCC determines by a majority
vote that a material violation has occurred, is ongoing or is likely to occur,
then the QLCC shall recommend, to the Board, the CEO and the General Counsel,
appropriate remedial measures for ABC to implement.
QLCC, acting by a majority vote, has the authority and responsibility to take
all other appropriate action, including the authority to notify the SEC in the
event that ABC fails in any material respect to implement and appropriate
response that the QLCC has recommended ABC to take.