CORPORATE GOVERNANCE: NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose of Committee

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.

Committee Membership

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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Committee 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.

Committee Goals and Responsibilities

The following are the goals and responsibilities of the Committee:

  1. 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.
  2. 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.
  3. 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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  1. 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.
  2. 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.
  3. To review and make recommendations to the Board with respect to non-employee director compensation, including equity plans.
  4. To oversee the evaluation of the Board and management, including an annual evaluation of the performance of the Board.
  5. 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.
  6. 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.
  7. 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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Delegation to Subcommittee

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.

Performance Evaluation

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.

Resources and 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.