CORPORATE GOVERNANCE GUIDELINES
COMMITMENT TO CORPORATE GOVERNANCE
The Board of Directors of Belo Corp. considers sound, effective corporate governance policies to be a top business priority essential to the Company’s long-term success. Belo’s governance policies are designed to guide our Board and management as careful stewards of the Company’s resources, who are expected to operate with the highest levels of integrity, apply respected business practices, and preserve and protect the Company’s leadership reputation as a place to invest, work and do business. These policies affirm Belo’s commitment to an independent Board of Directors to supervise management’s operations and act in the best interests of our stakeholders, including our shareholders. Belo adheres to or exceeds the standards established by the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC).
CORPORATE GOVERNANCE PHILOSOPHY
Effective corporate governance requires a clear
understanding of the respective roles of the Board,
individual directors and senior management and
their relationships with others in the corporate
structure. Belo’s Corporate Governance Guidelines
serve as a framework within which the Board and
Belo’s senior management address their respective
responsibilities. In addition to formalizing its
Corporate Governance Guidelines, the Board has
approved a Code of Business Conduct and Ethics
applicable to Belo’s directors, management and
other Belo employees, and approved a charter for
each Board committee. The Board periodically
reviews, evaluates and updates, as needed, Belo’s
corporate governance policies and practices in light
of the Sarbanes-Oxley Act of 2002, SEC regulations,
corporate governance standards adopted by the
NYSE and evolving best practices. Related documents
are posted on Belo’s Web site at www.belo.com under
“About Belo – Corporate Governance.”
OVERALL BOARD RESPONSIBILITIES
The Board of Directors plays the central role in
Belo’s corporate governance. The Board monitors
the effectiveness of senior management and the
execution of its strategies on behalf of Belo’s
shareholders. The Board selects Belo’s chairman
of the board and chief executive officer and
approves the appointment of other members
of senior management who are charged with
the ethical and competent operation of Belo’s
business on a day-to-day basis. The Board reviews
and approves significant financial and business
strategies and major corporate actions, nominates
directors, assigns committee members and ensures
that processes are in place that are appropriately
designed to maintain the integrity of Belo’s business.
BOARD DESCRIPTION AND MEETINGS
The Board will be comprised of nine to 14 directors
with the exact number determined periodically
based on Belo’s bylaws. The Board is divided into
three classes, approximately equal in number, with
staggered terms of three years each so that the
term of one class expires at each annual meeting
of shareholders. The directors typically stand for
election every three years.
The Board held five regularly-scheduled meetings
in 2006. Each director attended at least 75 percent
of the aggregate of the total number of meetings
held by the Board and the total number of meetings
held by all committees on which he or she served.
Directors are expected to attend annual meetings of shareholders, and all current directors attended the
2006 Annual Meeting of Shareholders. The Board
convenes executive sessions of non-management
directors without Company management regularly.
The Board has an independent director, the chair of
the Executive Committee, who has been designated
as the lead director. The lead director is responsible
for presiding at the executive sessions of the nonmanagement
directors. In addition, the independent
directors meet in executive session at least annually.
Board committee chairs preside at executive sessions
of their respective committees.
BOARD MEMBERSHIP CRITERIA
The Board seeks to include individuals with diverse
backgrounds and perspectives who contribute to the
perceived needs of the Board as a whole. Many other
factors are considered for qualification, including
character and integrity; business, professional
and personal background; current employment;
community service; and the ability to commit
sufficient time and attention to Board activities.
BOARD INDEPENDENCE
The Board has adopted independence standards
that incorporate director independence criteria
included in the NYSE standards, as well as additional,
more stringent criteria established by the Board. A
substantial majority of the directors comprising the
Board will be independent directors. In 2006, all but
two Board members were considered independent
directors based on NYSE standards. Each of the Audit,
Compensation, and Nominating and Corporate
Governance Committees is composed entirely of
independent directors. All Audit Committee members
must meet additional independence standards
applicable to audit committee members.
AUDIT COMMITTEE
The Audit Committee is responsible for the
appointment, compensation and oversight of the
independent auditors. The Audit Committee also
represents the Board in overseeing Belo’s financial
reporting processes and consults with independent
auditors and with personnel from Belo’s internal audit
and financial staffs regarding corporate accounting,
reporting and internal control practices. Each
member of the Audit Committee meets the NYSE
standards for independence for directors and audit
committee members. In addition, at least one member
of the Audit Committee must be financially literate,
as determined by the Board’s judgment, and at least
two members of the Audit Committee also are “audit
committee financial experts” as defined by SEC rules.
The Audit Committee met six times during 2005.
COMPENSATION COMMITTEE
The Compensation Committee evaluates the
performance of the chief executive officer and sets
his compensation level based on this evaluation. The
Compensation Committee makes recommendations
to the Board for base salaries of other executive
officers and compensation for non-management
directors, approves bonus levels and stock-based
awards for executive officers and administers
the Company’s related plans. Each Committee
member is an independent director under the NYSE
standards. The Compensation Committee met six
times during 2006.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The responsibilities of the Nominating and
Corporate Governance Committee include
identifying and recommending director candidates
and reviewing the qualifications of directors for
continued service on the Board. The Nominating
and Corporate Governance Committee also
has responsibility for shaping Belo’s corporate
governance practices, including developing and
periodically reviewing the Corporate Governance
Guidelines and the Board committee charters.
Each committee member is an independent director
under the NYSE standards. The Nominating and
Corporate Governance Committee met twice in 2006.
EXECUTIVE COMMITTEE
The Executive Committee is responsible for
periodically reviewing the Company’s succession
plan at the chief executive and other senior
management levels and ensuring that the
Company’s management development initiatives
support Belo’s values and operating principles.
The Committee is also charged with organizing the
Board’s response to any unusual situation or crisis
related to the Company’s business or its senior
executive leadership. At least once each year, the
Committee will review the framework used for
developing the Company’s long-range financial and
strategic plans with the Chairman of the Board and
Chief Executive Officer, and will meet periodically
at the request of the Chairman of the Board and
Chief Executive Officer to advise the Board and
Company management on specific business issues,
such as acquisitions, financings, capital structure
and dividend policy. The chairman of the Executive
Committee is an independent director, as defined
by NYSE standards. The Executive Committee met
twice in 2006.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board has adopted a Code of Business Conduct
and Ethics, which applies to all Belo companies,
their directors, officers and employees, to foster a common set of fundamental values and operating
principles. At the request of the Board, the
Audit Committee, with the assistance of the chief
compliance officer and other senior management,
oversees the Company’s compliance and ethics
program, including procedures for administering
and promoting compliance with the Code of
Business Conduct and Ethics. The Code is posted on
Belo’s Web site at www.belo.com.
ASSESSING BOARD PERFORMANCE
The Board and each of its standing committees
conduct annual self-evaluations to assess their
effectiveness, as required by their respective
charters. The Nominating and Corporate
Governance Committee assists the Board with
its self-evaluation. Results of these self-evaluations
are used to determine criteria for selecting
prospective Board members and for improving the
effectiveness of the Board and its committees.
COMMUNICATIONS WITH THE BOARD
Shareholders and other interested parties may
communicate with the Board by writing c/o the
Corporate Secretary, P.O. Box 655237, Dallas,
Texas 75265-5237. Communications intended for a
specific director or directors should be addressed
to his, her or their attention c/o the Corporate
Secretary at this address. Communications received
from shareholders are forwarded directly to the
Board members as part of the materials mailed
before the next scheduled Board meeting. The
Board has authorized management, at its discretion,
to forward communications on an expedited
basis if circumstances warrant or to exclude a
communication if it is illegal, unduly hostile or
threatening, or inappropriate. |