THE NEW YORK TIMES COMPANY
2003 Other Charter: NVT
FOUNDATION COMMITTEE CHARTER
Purpose of the Committee
The Board of Directors of The New York Times Company (the "Company") has established the
Foundation Committee (the "Committee") to review and advise the Board on the Company's
relationship with The New York Times Company Foundation (the "Foundation") and the
Company's philanthropic activities.
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.
The members of the Committee will, generally, also be directors of the Foundation.
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 the Foundation President and 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 advise the Board with respect to the policies and operations of the
2. The Committee shall review and make recommendations to the Board with respect to the
Company's contributions to the Foundation.
3. 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.
4. The Committee may retain and terminate independent legal, financial or other advisors as
it may deem necessary.
5. The Committee shall report to the Board regularly on its actions and deliberations.
6. 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.