Committee Charters

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
   
   
2. Annually review the Audit Committee's own performance.
   
   
3. Report regularly to the Board.
   
   
4. Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent public accounting firm engaged for the purpose of preparing or issuing the audit report or performing the audit for the Company.
   
   
5. Obtain and review a report from the independent auditor at least annually regarding (a) the audit firm's internal quality control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) (to assess the auditor's independence) all relationships between the independent auditor and the Company.
   
   
6. Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.
   
   
7. Review with management the adequacy of internal controls that could significantly affect the Company's financial statements.
   
   
8. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, and a description of any transactions for which management obtained Statement on Auditing Standards No. 50 letters.
   
   
9. Review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.
   
   
10. Review with management and the independent auditor the Company's quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditors' reviews of the quarterly financial statements.
    
    
11. Meet periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
    
    
12. Review major changes to the Company's auditing and accounting principles, practices, and financial statement presentations, as suggested by the independent auditor, internal auditors or management.
    
    
13. Pre-approve the retention of the independent auditor for non-audit services and the fee for such service in accordance with the Company's independence guidelines.
    
    
14. Receive periodic reports from the independent auditor regarding the auditor's independence, discuss such reports with the auditor, consider whether the provision of non-audit services is compatible with maintaining the auditor's independence and, if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself as to the independence of the auditor.
    
    
15. Evaluate together with the Board the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board replace the independent auditor.
    
    
16. Recommend to the Board guidelines for the Company's hiring of employees or former employees of the independent auditor who were engaged on the Company's account.
    
    
17. Review the appointment and replacement of the senior internal auditing executive.
    
    
18. Review the significant reports to management prepared by the internal auditing department and management's responses.
    
    
19. Meet with the independent auditor prior to the year-end audit to review the scope of year-end work and coordination of efforts between the independent auditors and the internal audit department.
    
    
20. Obtain from the independent auditor assurance that Section 10A of the Exchange Act, which pertains to an auditor's responsibility when the auditor discovers an illegal act, has not been implicated.
    
    
21. Obtain reports from management, the Company's senior internal auditing executive and the independent auditor that the Company's subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company's Code of Business Ethics, including disclosures of insider and affiliated party transactions.
    
    
22. Discuss with the independent auditor the matters required to be discussed by generally accepted auditing standards relating to the conduct of the audit per Statement on Auditing Standards No. 61 (as amended by Statement on Auditing Standards No. 90), as adopted by the Public Company Accounting Oversight Board (PCAOB), other standards of the PCAOB, rules of the Securities and Exchange Commission, and other applicable regulations.
    
    
23. Review with management and the independent auditor any correspondence with regulators regarding the Company's financial statements or accounting policies.
    
    
24. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
    
    
25. Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company's response to that letter. Such review should include:
    1. Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, and any disagreements with management.
    2. Any changes required in the planned scope of the internal audit.
    3. The internal audit department responsibilities, budget and staffing.
       
       
26. Prepare the report required by the rules of the Commission to be included in the Company's annual proxy statement.
    
    
27. Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Business Ethics.
    
    
28. Review with the Company's General Counsel legal matters that may have a material impact on the financial statements, the Company's compliance policies and any material reports or inquiries received from regulators or governmental agencies.
    
    
29. Meet at least quarterly with the chief financial officer, the senior internal auditing executive and the independent auditor in separate executive sessions.
    
    
30. Review and discuss quarterly reports from the independent auditors on:
    1. All critical accounting policies and practices to be used.
    2. All alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.
    3. Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
       
       
31. Discuss with management the Company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).
    
    
32. Review disclosures made to the Audit Committee by the Company's CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls.
    
    
33. Review and evaluate the lead partner of the independent auditor team.
    
    
34. Ensure the rotation of the audit partners as required by law.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations or to assure compliance with laws and regulations and the Company's Code of Business Ethics.

The Committee shall:

1. Approve and, thereafter, report to the Board of Directors, all matters concerning the Corporation's total compensation philosophy, including periodic reviews to ensure that the Corporation’s compensation philosophy supports its objectives and shareholders’ interests.

2. Administer and interpret the Key Executive Short-Term Incentive Compensation Plan, the employee Stock Incentive Plans, and any and all other compensation and benefit plans in which members of the senior management group participate, including special benefits and perquisites.

3. Act in an advisory capacity to the Board of Directors and to the Chief Executive Officer on all matters relating to senior management, including but not limited to the review of plans and programs for the development of key executives and the identification and selection of candidates for senior officer positions.

The Committee shall have all the authority of the Board, except for those actions not permitted by Section 712 of the Business Corporation Law of the State of New York.

1. The Committee shall review the Corporation's financial affairs with senior management, and in this context:

1. Will review the financial implications of the Corporation's Medium Range Plan at least annually with particular emphasis on the Corporation's financial position, its capital structure, its dividend policy, its share repurchase policy, and its capital expenditure program.

2. Will review on an annual basis the investment performance of the Corporation's retirement and profit sharing funds.

2. The Committee will review management's proposals and recommend to the Board:

1. Proposed share repurchase programs.

2. Specific financial transactions such as the method of obtaining financing for the Corporation's growth as well as the financing of major acquisitions or capital investments.

3. Proposed major acquisitions or divestitures in accordance with Corporate Policy 32.

4. Proposed major capital expenditures in accordance with Corporate Policy 32.

5. Post-completion performance of acquisitions and major capital expenditures.

3. The Committee will review management's proposals regarding the following matters, and will either make recommendations to the Board regarding such matters, or approve such matters and thereafter report such approval to the Board:

1. Payment (or non-payment) of dividends on the Corporation's common and preferred stock at the same annual rate generally established by the Board in January of each year.

1. The Committee shall provide advice and counsel to the Board on Board composition matters and in this context:

1. Will recommend to the Board the general criteria for selection of proposed nominees for election as Directors and the slate of individuals who will constitute the nominees of the Board for election as Directors at each Annual Meeting of Shareholders;

2. Will recommend to the Board individuals to fill vacancies on the Board if and when such vacancies occur and to fill vacancies relating to any newly created directorships resulting from any future increase in the number of Directors on the Board;

3. Will on a continuing basis evaluate possible candidates to serve on the Board either in connection with selecting the slate of nominees under subparagraph (a) above or in connection with filling vacancies under subparagraph (b) above;

4. Will consider recommendations of nominees by a shareholder if the shareholder submits the nomination in compliance with the advance notice, informational and other requirements set forth in the Corporation's By-Laws.

2. The Committee shall provide advice and counsel to the Board on Board compensation matters and in this context:

1. Will recommend to the Board appropriate compensation to be paid to the Directors; and

2. Will administer the Director Deferred Stock Ownership Plan.

Compensation levels shall be reviewed by the Committee by reference to third-party consultant surveys of corporations including the Corporation's peer group in the publishing, information and media industries. The Committee will consider that Directors' independence may be jeopardized if Director compensation and perquisites exceed customary levels, if the Corporation makes substantial charitable contributions to organizations with which a Director is affiliated, or if the Corporation enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated. Changes in Board compensation, if any, will be made by the full Board based upon a formal recommendation of the Corporate Governance Committee.

3. The Committee shall provide advice and counsel to the Board on Board governance matters and in this context:

1. Will determine whether any material relationship exists between a non-management Director and the Corporation that might affect the independent status of the Director;

2. Will, after consultation with the Chairman of the Board and after giving due consideration to the desires of individual Board members, recommend to the Board the assignment of Board members to various Committees and the selection of Committee Chairmen;

3. Will develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Corporation and will recommend, from time to time, any proposed changes therein to the Board for approval;

4. Will regularly monitor and oversee the evaluation of the Board's and management's performance. In preparing Board performance evaluations, the Committee will develop and circulate to all Directors on an annual basis a self-evaluation questionnaire for each Director to fill out and return to the Committee. The Committee's performance evaluation of the Board should assess the Board's contribution as a whole as well as the contribution of each Board Committee and should specifically review areas in which the Board and/or management believes a better contribution could be made;

5. Will evaluate with the assistance of the Committee Chair as necessary, the performance of individual Directors at such time as the Director's term is expiring and the Director is being considered by the Committee for inclusion in a class of Directors to be recommended for election by the Corporation's shareholders for a new term; and

6. Will review periodically the responsibilities of each Board Committee as set forth in the Committee Charters and the responsibilities and procedures set forth in the Board's Corporate Governance Guidelines.

4. In accordance with the Board’s Corporate Governance Guidelines (Section 7.B.), the Committee shall review with the Chief Executive Officer, on an annual basis, the Chief Executive Officer’s recommendations concerning an emergency succession plan for the Chief Executive Officer in the event of the death or disability of the Chief Executive Officer, as well as succession planning in general for the Chief Executive Officer and the direct reports to the Chief Executive Officer.

5. The Committee shall have sole authority to retain and terminate any search firms used to identify Director candidates and shall have sole authority to approve the fees and other retention terms of any such firms.

6. The Committee shall undertake any other responsibilities which the Board or the Committee shall determine are necessary and proper.

7. The Committee shall regularly report to the Board of Directors on the Committee's activities and any and all matters which should appropriately be brought to the Board's attention.

8. The Committee may form and delegate authority to subcommittees when appropriate.

9. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

10. The Committee shall annually review its own performance.