The purpose of the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Knight-Ridder, Inc. (the "Company")
is to discharge the Board’s responsibilities relating to compensation of the
Company’s officers and to produce an annual report on executive compensation
for inclusion in the Company’s proxy statement, in accordance with the rules
and regulations of the U.S. Securities and Exchange Commission (the
The Committee shall consist of three or more members of the Board, each of
whom the Board has determined has no material relationship with the Company
and each of whom is otherwise "independent" under the rules of the
New York Stock Exchange.
Members shall be appointed by the Board based on nominations recommended by
the Company’s Nominating and Corporate Governance Committee, and shall serve
at the pleasure of the Board and for such term or terms as the Board may
Structure and Operations
The Board shall designate a member of the Committee as its chairperson. The
Committee shall meet in person or telephonically at least three times a year
at a time and place determined by the Committee chairperson, with further
meetings to occur, or actions to be taken by unanimous written consent, when
deemed necessary or desirable by the Committee or its chairperson.
The Committee may invite such members of management to its meetings as it may
deem desirable or appropriate, consistent with the maintenance of the
confidentiality of compensation discussions. The Company’s Chief Executive
Officer (the "CEO") should not attend any portion of a meeting
where the CEO’s performance or compensation are
discussed, unless specifically invited by the Committee.
Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
- In consultation with senior
management, establish the Company’s general compensation philosophy, and
oversee the development and implementation of compensation programs.
- Review and approve corporate
goals and objectives relevant to the compensation of the CEO, evaluate
the performance of the CEO in light of those goals and objectives, and
determine and approve the CEO’s compensation level based on this
evaluation. In determining the long-term incentive component of CEO
compensation, the Committee shall consider, among other factors, the
Company’s performance and relative shareholder return, the value of
similar incentive awards to CEOs at comparable companies, and the awards
given to the CEO in past years.
- Review and make
recommendations to the Board with respect to non-CEO officer
compensation, incentive-compensation plans and equity plans, including
without limitation the Company’s Annual Incentive Plan, Long-Term
Incentive Plan and Employee Stock Option Plan (collectively, the
- Oversee the activities and
administration of the Plans to the extent the Committee serves in that
capacity pursuant to the terms of those Plans, and oversee the
activities of the individuals and committees responsible for
administering the Plans, where such administration is permitted to be
handled by persons other than the Committee, and discharge any
responsibilities imposed on the Committee by any of the Plans.
- In consultation with
management, oversee regulatory compliance with respect to compensation
matters, including overseeing the Company’s policies on structuring
compensation programs to preserve tax deductibility, and, as and when
required, establishing performance goals and certifying that performance
goals have been attained for purposes of Section 162(m) of the Internal
- Prepare and issue the
evaluations and reports required under "Committee Reports"
- Review and set guidelines for
stock ownership by executive officers.
- Any other duties or
responsibilities expressly delegated to the Committee by the Board from
time to time relating to the Company’s compensation programs.
The Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee.
The Committee shall produce the following reports and provide them to the
- An annual Report of the
Compensation Committee on Executive Compensation for inclusion in the
Company’s annual proxy statement or annual report on Form 10-K in
accordance with applicable SEC rules and regulations.
- An annual performance
evaluation of the Committee. The performance evaluation should also
recommend to the Board any improvements to this charter deemed necessary
or desirable by the Committee. The performance evaluation by the
Committee shall be conducted in such manner as the Committee deems
- A summary of the actions
taken at each Committee meeting, which shall be presented to the Board
at the next Board meeting.
and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to retain, terminate
and approve the fees and other retention terms of special counsel or other
experts or consultants, as it deems appropriate, without seeking approval of
the Board or management. With respect to compensation consultants retained to
assist in the evaluation of director, CEO or senior executive compensation,
this authority shall be vested solely in the Committee.