Audit Committee

Our audit committee assists our board of directors in its oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence and the performance of our independent registered public accounting firm. The audit committee: reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary; reviews our financial statements, including any significant financial items and changes in accounting policies, with our senior management and independent registered public accounting firm; reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The audit committee currently comprises Messrs. Finlayson, Formanek and Ward, each of whom is an independent director and “financially literate” under the rules of the NYSE. Finlayson chairs our audit committee and has been designated as our "financial expert" as that term is defined by the SEC.

Audit Committee Charter

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and recommends the compensation of these officers based on such evaluations. The compensation committee also administers the issuance of stock options and other awards under our stock plans.

The compensation committee currently comprises Messrs. Clingen, Mehra, Moore and Spivy. Moore serves as chairman of our compensation committee.

Compensation Committee Charter

Nominating and Corporate Governance Committee

The purposes of the Nominating and Corporate Governance Committee of the Board of Directors of KAR Auction Services, Inc. is to identify and to recommend to the Board of Directors individuals qualified to serve as directors of the company and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to develop and recommend to the Board a set of corporate governance principles applicable to the Company; and to oversee the evaluation of the Board and the Company's management.  The nominating and corporate governance committee comprises Messrs. Kamin, Mehra and Moore. Moore serves as chairman of our Nominating and Corporate Governance Committee.

Nominating and Corporate Governance Committee Charter