THE NEW YORK TIMES COMPANY
2003 Nominating Charter: NVT
NOMINATING & GOVERNANCE COMMITTEE CHARTER
Purpose of the Committee
The Board of Directors of The New York Times Company (the "Company") has established the
Nominating & Governance Committee (the "Committee") to identify individuals qualified to
become Board members, and to recommend to the Board individuals for selection as the director
nominees for each annual meeting of stockholders; and to advise the Board on corporate
governance matters, including developing and recommending to the Board a set of corporate
governance principles applicable to the Company.
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.
Class B Common Stock
Under the Company's Certificate of Incorporation, the holders of the Company's Class B
Common Stock are legally entitled to elect approximately 70% of the Board. The
Ochs/Sulzberger family's 1997 trust (the "1997 Trust") holds a majority of the outstanding Class
B Common Stock. In recommending individuals to be nominees for election by holders of Class
B Common Stock, the Committee may consult with and consider the views of the trustees of the
The Committee shall consist of no fewer than three members. Each member of the Committee
shall meet the independence requirements of the New York Stock Exchange.
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 have the sole authority to retain and terminate any search
firm to be used to identify director candidates.
2. The Committee shall seek nominees qualified to become board members for
recommendation to the Board. Nominees should meet the criteria set forth in the Company's
corporate governance principles.
3. The Committee shall review and make recommendations to the Board with
respect to the composition and Chairs of Board committees.
4. The Committee shall review and make recommendations to the Board with
respect to Board compensation for non-employee directors. The Committee shall also oversee,
in such manner as it deems appropriate, periodic evaluation of the Board.
5. The Committee shall review and recommend to the Board the retirement age for
directors and changes in the size of the Board.
6. The Committee shall periodically review and reassess the adequacy of the
Company's corporate governance principles and recommend any changes to such policies to the
7. The Committee shall advise the Board on corporate governance matters, including
recommending practices that enable the Board to comply with applicable laws and regulations.
8. 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.
9. The Committee may retain and terminate independent legal, financial or other
advisors as it may deem necessary.
10. The Committee shall (a) consult with the Chairman with respect to
recommendations made to the Board hereunder or otherwise and (b) report to the Board regularly
on its actions and deliberations.
11. 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.