NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The purpose of the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of Knight-Ridder,
Inc. (the "Company") is to identify and recommend individuals to
the Board for nomination as members of the Board and its committees and to
develop and recommend to the Board a set of corporate governance principles
applicable to the Company. The Committee shall report to the Board on a
regular basis and not less than once a year.
The Committee shall consist solely of three or more members of the Board,
each of whom the Board has determined is "independent" under the rules
of the New York Stock Exchange and applicable law.
The initial members of the Committee shall be appointed by the Board.
Candidates to fill subsequent vacancies in the Committee shall be nominated
by the Committee as set forth below and appointed and/or confirmed by the
Board. Members shall serve at the pleasure of the Board and for such term or
terms as the Board may determine.
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Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet in person or telephonically as necessary to carry out
the Committee’s goals and responsibilities at such time and place determined
by the Committee chairperson. Actions of the Committee may also be taken by
unanimous written consent, when deemed necessary or desirable by the
Committee or its chairperson.
Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
- To make recommendations to
the Board from time to time as to changes that the Committee believes to
be desirable to the size of the Board or any committee thereof.
- To identify individuals
believed to be qualified to become Board members, and to recommend to
the Board the nominees to stand for election as directors at the annual
meeting of stockholders or, if applicable, at a special meeting of
stockholders. In the case of a vacancy in the office of a director
(including without limitation a vacancy created by an increase in the
size of the Board), the Committee shall recommend to the Board an
individual to fill such vacancy either through appointment by the Board
or through election by shareholders. In nominating candidates, the
Committee shall take into consideration such criteria as it deems
appropriate. The criteria may include judgment, skill, diversity,
experience with businesses and other organizations of comparable nature
or size, and the interplay of the candidate’s experience with the
experience of other Board members. The Committee’s responsibilities
should be carried out in consultation with the Company’s Chief Executive
Officer (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.
- To develop and recommend to
the Board standards to be applied in making determinations as to the
absence of material relationships between the Company and a director in
determining whether that director is "independent" under the
rules of the New York Stock Exchange and/or applicable law.
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- In the case of a director
nominee to fill a Board vacancy, to make a recommendation to the Board
as to the class of directors in which the individual should serve.
- To identify Board members
qualified to fill vacancies on any committee of the Board (including the
Committee) and to recommend that the Board appoint the identified member
or members to the respective committee. In nominating a candidate for
committee membership, the Committee shall take into consideration the
factors set forth in the charter of the committee, if any, as well as
any other factors it deems appropriate, including without limitation the
consistency of the candidate’s experience with the goals of the
committee and the interplay of the candidate’s experience with the
experience of other committee members.
- To review and make
recommendations to the Board with respect to non-employee director
compensation, including equity plans.
- To oversee the evaluation of
the Board and management, including an annual evaluation of the
performance of the Board.
- To develop and recommend to
the Board a set of corporate governance principles applicable to the
Company, and to review those principles at least once a year.
- To prepare any reports of the
Committee to be included in the Company’s proxy statement as may be
required by the U.S. Securities and Exchange Commission.
- Any other responsibilities
expressly delegated to the Committee by the Board from time to time
relating to the nomination of Board and committee members.
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The Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee consistent with
applicable standards for such delegation.
The Committee shall produce and provide to the Board an annual performance
evaluation of the Committee. The performance evaluation shall also recommend
to the Board any improvements to the Committee’s charter deemed necessary or
desirable by the Committee. The performance evaluation by the Committee shall
be conducted in such manner as the Committee deems appropriate.
Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including without limitation the authority to select,
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 consultants or
search firms used to identify director candidates, this authority shall be
vested solely in the Committee.