of Ethics Online Collection: None
Corporate Governance Guidelines
Role of the Board
The Board's primary responsibility is to provide effective governance
over the Company's affairs for the long term benefit of the stockholders
being mindful of the interests of its diverse constituencies including
employees, customers, suppliers, local communities and other public
audiences.
Director Qualifications / Selection Process
Candidates for nomination to the Board shall be selected by the Nominating
and Corporate Governance Committee in accordance with guidelines approved
by the Board of Directors. In making nominations the committee will consider
areas of expertise and competencies that
candidates may have to offer as well as the overall composition and diversity
of the Board.
Independence of Directors
The majority of the members of the Board will meet the criteria for independence
as established by the Board in accordance with the New York Stock Exchange
("NYSE") and Securities and Exchange Commission ("SEC")
standards. In general, the Board will utilize the NYSE and SEC
standards to determine materiality in considering independence of directors.
The Board also will establish, and from time to time update, criteria
for director's independence. In addition, the Board will conduct a review
of the independence of each Board member no less often than annually.
Size of the Board
The number of directors will be established by the by-laws.
Functions of the Board
The Board of Directors has five (5) scheduled meetings per year in order
to review and discuss reports by management on the performance of the
company and its prospects as well as immediate issues facing the company.
In addition to its responsibility of general oversight, the Board specifically
will, (a) review and approve the business strategy of the company, (b)
select and evaluate the CEO, (c) determine succession planning for company
leadership, (d) assess the major risks facing the company, and (e) monitor
compliance with all matters relating to ethical
behavior and integrity of financial statements and business conduct. Directors
are expected to prepare adequately for and regularly attend meetings of
the Board and Board committees on which they serve. Directors are expected
to attend the annual shareholders meeting and any special shareholders
meeting. Directors must disclose to the other members of the Board potential
conflicts of interest they may have with respect to a matter under discussion
and abstain from voting on a matter in which they have a conflict.
Chairman of the Board & CEO / Lead Director
The Board specifically reserves the right to vest the responsibilities
of the office of Chairman of the Board and Chief Executive Officer in
the same individual if in their judgment that circumstance is in the best
interest of Journal Communications. In such circumstances, the Board will
designate a lead director to preside at the meetings of the non-employee
director executive sessions.
Board Agenda / Distribution of Board Materials
The Chairman & CEO and the Lead Director shall be responsible for
the Board's agenda. The Chairman & CEO will propose for the Lead Director's
approval the schedule of issues to be discussed at its regularly scheduled
meetings. Directors are encouraged to make suggestions for
agenda items that may enhance understanding and discussion of company
issues. In order to facilitate productive meetings, presentation material
for each meeting should be distributed at least five days in advance of
the meeting. In the event of a meeting that is necessary due to a
pressing matter, management should make every effort to provide presentation
material in advance of the meeting.
Board Committees
The Board has established five standing committees: an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Human Resource Committee. The responsibilities of each committee are contained in the company by-laws and charters approved by the Board. The Nominating and Corporate Governance Committee will review the committee structure of the Board and the membership of various committees annually and make recommendations for any changes to the Board. In consultation with the Chairman of the Board and the executive officer responsible for supporting each committee, the Committee Chairman will determine the frequency of meetings and the agenda for each meeting. The Committee Chairmen shall report to the Board after each meeting and make minutes available for all Board members.
Non-employee Director Executive Sessions
An executive session of the non-employee directors will be held before
or following each regular meeting of the full Board, and before or after
each special meeting of the Board if requested by any non-employee director.
The Board's Lead Director will preside at the executive sessions. Any
non-employee director may raise issues for discussion at an executive
session. The non-employee directors will maintain such records as they
deem appropriate.
Confidentiality
Directors shall respect the confidentiality of all confidential and proprietary
information provided to them.
Director Compensation
Compensation for non-employee directors will be determined by the Board on the recommendation of the Compensation Committee and will be reviewed annually. Non-employee director compensation will be set at a level that is consistent with market practice, taking into account the size and scope of the company's business and the responsibilities of its directors.
Director Access to Senior Management
Directors shall have full access to senior management and other employees
of the company. The Board encourages management to include key managers
in Board meetings who can share their expertise with respect to matters
before the Board. Any additional meetings or contacts that a
director wishes to initiate may be arranged through the CEO or the Secretary
or directly by the director. Directors are encouraged to visit company
operations with or without senior management presence.
Director Orientation and Continuing Education
Following their election every new director must participate in an orientation
program established by Journal Communications. This orientation will include
presentations designed to familiarize directors with the Journal Communications
companies, the overall strategic plan for the company
and its business units and their markets and competitors, the significant
financial, accounting and risk management issues, the internal and independent
audit functions and the Journal Communications Code of Ethics for employees,
financial personnel and the Board. The presentations should also review
procedures of the Board of Directors, director responsibilities, Board
committee charters and the Corporate Governance Guidelines.
The Board encourages its members to participate in continuing education
programs sponsored by universities, stock exchanges or other organizations
specializing in director education. Directors may attend continuing education
programs at Journal Communication's expense subject to reasonable limitations
established by the Board.
Management Evaluation and Succession
The Compensation Committee evaluates the Chief Executive Officer annually, and reviews its actions with the Board of Directors. The Compensation Committee's evaluation of the CEO is based upon a combination of achievement of specific business goals as well as strategic company objectives. The committee shall take this evaluation into account when setting the CEO's salary, bonus and other incentive and equity compensation. The Compensation committee shall also approve the compensation structure for the Company's corporate officers and shall evaluate the performance of the company's senior executives when approving their salary, bonus and other incentive and equity compensation.
The Board shall approve and maintain a succession plan for the CEO and
senior executives based upon recommendations from management and the Compensation
committee. An independent compensation committee consultant will be available
to the committee.
Annual Performance Evaluation of the Board
At least annually there will be a self-evaluation of the performance,
effectiveness and independence of the Board and an evaluation of its committees
by the Board. These evaluations will include a review of any areas in
which the Board or management believes the Board can make a better contribution
to the governance of the company.
Code of Conduct and Ethics
The Board expects Journal Communications Directors as well as its officers
and employees to act ethically at all times and to acknowledge their adherence
to the Journal Communications Code of Ethics. Concerns of directors about
compliance with ethical standards by any director, officer or employee
of Journal Communications should be immediately reported to the Chairman
and CEO, the General Counsel and the Chairman of the Nominating and Corporate
Governance Committee and, if related to any accounting or financial reporting
matter to the Chairman of the Audit Committee and CFO. Any interested
party may raise ethical concerns with the Chairman & CEO or the Chairman
of the Nominating and Corporate Governance Committee.
Stock Ownership
Each director shall be a shareholder in the company and comply with the
company’s stock ownership guidelines.
Corporate Governance Guidelines Revision
The Nominating and Corporate Governance Committee and the Board will review and revise these corporate Governance Guidelines and related documents as and when appropriate.
