THE NEW YORK TIMES COMPANY
2003 Finance Charter: NVT
FINANCE COMMITTEE CHARTER
Purpose of the Committee
The Board of Directors of The New York Times Company (the "Company") has established the
Finance Committee (the "Committee") to review, and, as appropriate, act on behalf of the Board
or make recommendations to the Board concerning, financial issues.
The business of the Company is managed under the direction of the Board of Directors and the
various committees thereof, including the Committee. The basic responsibility of the Committee
is to exercise its business judgment in carrying out the responsibilities described in this Charter
in a manner the Committee members reasonably believe to be in the best interest of the Company
and its stockholders. The Committee is not expected to assume an active role in the day to day
operation or management of the Company.
The Committee shall consist of no fewer than three members.
In consultation with the Nominating & Governance Committee, the Board shall appoint the
members of the Committee, and designate one member to be its Chair. Committee members
may be replaced, and the Chair may be changed, from time to time by the Board.
The Committee shall meet regularly at such time and place as the Committee shall determine.
Representatives of management shall attend meetings as necessary. A quorum for the
transaction of business at any meeting of the Committee shall consist of two Committee
The Chair shall, in consultation with other Committee members, set the agenda for, and preside
at, meetings of the Committee.
The Secretary, the Assistant Secretary or another designated individual shall record and keep
minutes of all Committee meetings.
Committee Responsibility and Authority
The responsibility and authority of the Committee include the following:
1. The Committee shall review the financial policies of the Company and make
recommendations to the Board in respect thereof, including, without limitation:
a. dividend policy;
b. policies and guidelines for investment of cash;
c. plans and programs involving the purchase of the Company's outstanding
d. short- and long-term financing;
e. foreign currency, hedging and derivative transactions; and
f. issuances of the Company's capital stock.
2. The Committee shall review and make recommendations to the Board with
respect to all material acquisitions or dispositions proposed by management.
3. The Committee shall establish, and review and adjust from time to time,
investment policies for the Company's retirement and savings plans and shall appoint a Pension
Investment Committee (which shall consist of employees or such other persons designated by the
Committee) to appoint and review the performance of the trustees and investment managers for
the Company's retirement and savings plans.
4. The Committee shall review and make recommendations to the Board with
respect to the establishment of parameters for the approval of capital expenditures and long-term
commitments. The Committee shall review and may authorize, without further action by the
Board, capital expenditures and long-term commitments of the Company which, according to the
parameters approved by the Board, may be so authorized by the Committee.
5. The Committee may delegate authority to individual Committee members or such
subcommittees as the Committee deems appropriate and shall review the actions of all such
individuals or subcommittees as appropriate.
6. The Committee may retain and terminate independent legal, financial or other
advisors as it may deem necessary.
7. The Committee shall report to the Board regularly on its actions and deliberations.
8. The Committee shall exercise such other powers and authority as the Board shall,
from time to time, confer upon it.
In carrying out its responsibilities, the Committee's practices and policies should remain flexible,
in order for the Committee to respond to changing facts and circumstances.
The Committee shall conduct an annual evaluation of its performance and shall report the results
of such review to the Board. In connection with the annual review, the Committee shall also
recommend to the Board any modifications to this Charter that the Committee deems necessary
or appropriate. The format of the self-assessment shall be determined by the Committee.