Nominating And Public Responsibility Committee
1.1 The Nominating and Public Responsibility Committee
shall identify individuals qualified to become board members, it shall
recommend to the Board candidates for election or re-election to the Board, it
shall consider and make recommendations to the Board concerning the size and
composition of the Board, it shall consider from time to time the Board
committee structure and makeup, and it shall recommend to the Board retirement
policies and procedures affecting Board members. The Committee also (i) shall
monitor the Company's human resource practices, including its performance in
diversity and equal employment opportunity, (ii) it shall monitor the Company’s
performance in meeting its obligations of fairness in internal and external
matters, and (iii) it shall take a leadership role with respect to the
Company's corporate governance practices. The committee shall advise the Board
as to such matters and it may recommend activities designed to increase the
Company's awareness of such matters.
2.0 Committee Membership
2.1 The Committee shall
consist of such number of directors as may be designated from time to time by
the Board of Directors, each of whom shall meet the independence requirements of
the New York Stock Exchange. The members of the Committee shall be appointed by
the Board in consultation with the CEO, and may be replaced by the board.
3.0 Committee Authority and Responsibilities
3.1 Director Nominees. The committee shall perform the
core function of recommending nominees to the board. This responsibility
includes working with the full Board to establish criteria for board
membership, reviewing candidates’ qualifications and any potential conflicts
with the Company’s interests, assessing the contributions of current directors
in connection with their re-nomination, and making recommendations to the full
board with respect to these matters. The Committee’s responsibilities should be
carried out in consultation with the CEO. While it is appropriate for the CEO
to meet with potential director nominees, the final responsibility for
selecting director nominees rests with the board.
3.2 Criteria for Selecting Directors.
3.2.1. Independence and Judgment. The board should have a substantial degree of independence from management. Board independence depends not only on directors’ individual relationships — personal, employment, or business — but also on the board’s overall attitude toward management. Providing objective independent judgment is at the core of the board’s oversight function, and the composition of Gannett’s board should reflect this principle. A majority of directors of the board should be independent of management, in both fact and appearance, as determined by the board. In order to be considered “independent”, directors must satisfy the independence criteria of the New York Stock Exchange.
3.2.2. The Background of Gannett’s Directors. The Committee believes that having directors with relevant experience in business and industry, government, education and other areas is beneficial to the board as a whole. Directors with such backgrounds can provide a useful perspective on significant risks and competitive advantages and an understanding of the challenges Gannett faces. The Committee monitors the mix of skills and experience of its directors in order to assure that the board has the necessary tools to perform its oversight function effectively. Gannett should continue to work to maintain a board that reflects the diversity of our country.
3.3.3. Retirement Age; Share Ownership. Article II of the Company’s bylaws sets forth requirements with respect to directors’ retirement age and minimum ownership of Gannett stock.
3.3 Corporate Governance Principles. The committee should continue to evaluate Gannett’s corporate governance principles and recommend any changes to the board. These principles should be communicated to Gannett’s employees and stockholders and should be readily available to prospective investors and other interested persons, for example, on Gannett’s web site.
3.4 Subcommittees. The Committee may form and delegate authority to subcommittees when appropriate.
3.5 Reporting to the Board. The Committee shall make regular reports to the Board.
3.6 Consultants. The Committee shall have the sole authority to retain and terminate any search firm to be used in the identification of director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
3.7 Management and Board Annual Evaluation. The Committee shall conduct an annual evaluation of the Committee’s performance as compared to the requirements of its Charter. The Committee shall participate with the Executive Compensation Committee in oversight of the annual evaluation process for the Board and Management.
3.8 The Committee Charter. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.