NOMINATING AND PUBLIC RESPONSIBILITY COMMITTEE 1.0 PURPOSE. CHARTER Effective as of December 14, 2016 The purpose of the Nominating and Public Responsibility Committee (the Committee ) of the Board of Directors (the Board ) of Gannett Co., Inc. (the Company ) is to (i) identify individuals qualified to become Board members, (ii) recommend to the Board candidates for election or re-election to the Board at annual meetings of the shareholders and individuals to fill vacancies occurring between annual meetings of the shareholders, (iii) consider and make recommendations to the Board concerning the size and procedures of the Board, committee structure and makeup, and other corporate governance matters, and (iv) monitor and advise the Board on certain matters related to the Company s human resources practices and public responsibility. 2.0 COMMITTEE MEMBERSHIP. 2.1 Committee Number and Composition. The Committee shall consist of such number of directors as may be designated from time to time by the Board. The members of the Committee shall be appointed by the Board and may be removed or replaced by the Board. Any vacancy on the Committee shall be filled by the Board. One member of the Committee shall be appointed as the chairman of the Committee (the Committee Chairman ) by the Board; provided that if the Board does not so designate a Committee Chairman, the members of the Committee, by a majority vote, may designate a Committee Chairman. 2.2 Independence Requirements. Each member of the Committee must satisfy the requirements of all applicable laws, rules, and regulations relative to nominating committee members independence, including, without limitation, those of the New York Stock Exchange ( NYSE ) and the Securities and Exchange Commission ( SEC ), as determined by the Board. 3.0 MEETINGS. The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Committee Chairman shall preside at each meeting. In the event the Committee Chairman is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting. The Committee may request any officer or employee of the Company, the Company s outside counsel, or others to attend a meeting of the Committee (or a portion thereof) or to meet with any members of, or consultants to, the Committee. Written minutes of the Committee meetings shall be maintained.
4.0 COMMITTEE DUTIES AND RESPONSIBILITIES. The following duties and responsibilities are within the authority of the Committee, and the Committee shall carry out such duties and responsibilities consistent with and subject to all applicable laws, rules, and regulations. 4.1 Director Nominees. The Committee shall perform the core function of recommending director nominees to the Board. This responsibility includes (i) working with the full Board to establish criteria for Board membership, (ii) identifying, recruiting, and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by shareholders or others, (iii) reviewing candidates qualifications and any potential conflicts with the Company s interests, (iv) assessing the contributions of each current director and reviewing his or her suitability for continued service as a director when his or her term expires and when he or she has a change in status (including, without limitation, an employment change), and (v) making recommendations to the full Board with respect to these matters. The Committee may, if it deems appropriate, establish procedures to be followed by shareholders in submitting recommendations for potential Board candidates. The Committee s responsibilities with respect to director nominations should be carried out in consultation with the Chairman and the CEO. While it is appropriate for the Chairman and the CEO to meet with potential director nominees, the final responsibility for selecting director nominees rests with the Board. 4.2 Criteria for Selecting Directors. 4.2.1 Independence and Judgment. The Board should have a substantial degree of independence from management. The Board believes that Board independence depends not only on directors individual relationships personal, employment, or business but also on the Board s overall attitude toward management. Providing objective independent judgment is at the core of the Board s oversight function, and the composition of the Board should reflect this principle. A majority of directors of the Board should be independent of management, as determined by the Board, under the criteria of the NYSE and the SEC. 4.2.2 The Background of the Company s Directors. Among the qualifications considered in the selection of candidates, the Committee shall consider whether a potential candidate has relevant experience in business and industry, government, education and other areas. The Board believes that having directors with such backgrounds is beneficial to the Board as a whole, as directors with such backgrounds can provide a useful perspective on significant risks and competitive advantages and an understanding of the challenges the Company faces. Directors must be men and women of integrity, skill and wisdom, and the Committee should continue to work to maintain a Board that reflects the diversity of our country. The Committee shall monitor the mix of skills and experience of its directors in order to assure that the Board has the necessary tools to perform its oversight function effectively. 4.2.3 Retirement Age; Share Ownership. Article III of the Company s bylaws sets forth requirements with respect to directors retirement age. The Company s Principles of Corporate - 2 -
Governance set forth requirements with respect to minimum ownership of the Company s stock. The Committee shall periodically review these policies and recommend to the Board any appropriate changes. 4.3 Board Size and Procedures. The Committee shall review periodically the size of the Board and recommend to the Board any appropriate changes. As appropriate, the Committee shall also consider and make recommendations to the Board regarding the procedures of the Board, including but not limited to procedures with respect to the waiver by the Board of any Company rule, guideline, procedure, or corporate governance principle. 4.4 Board Committees. As appropriate, the Committee shall make recommendations to the Board regarding the size and composition of each standing committee of the Board, after taking into account the experiences and expertise of individual directors. The Committee shall also monitor the functioning of the committees of the Board and make recommendations for any changes, including the creation and elimination of committees or changes in committee assignments, as appropriate. The Committee s responsibilities with respect to committee assignments should be carried out in consultation with the Chairman and the CEO. 4.5 Corporate Governance Principles. The Committee shall take a leadership role with respect to the Company s corporate governance practices. To that end, the Committee shall review the Company s Principles of Corporate Governance annually and recommend any changes to the Board. These principles shall be consistent with any applicable laws, rules, and regulations (including those of the NYSE) and shall be made available to the Company s employees, shareholders, prospective investors and other interested persons (for example, on the Company s web site). The Committee shall also consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the Board and shall perform any other duties and responsibilities as may be assigned to the Committee under the Company s Principles of Corporate Governance. 4.6 Diversity and Fairness. The Committee shall (i) monitor the Company s human resource practices, including its performance in diversity and equal employment opportunity, and (ii) monitor the Company s performance in meeting its obligations of fairness in internal and external matters. The Committee shall advise the Board as to such matters and it may recommend activities designed to increase the Company s awareness of such matters. 4.7 Risk Management. The Committee shall periodically monitor and review with management the risk exposure to the Company associated with the Company s human resource policies and practices. - 3 -
4.8 Review of Related Person Transactions. The Committee shall review and approve or ratify all related person transactions in accordance with the Company s Related Person Transaction Policy. 4.9 Reporting to the Board. The Committee shall report regularly to the Board on its activities, as appropriate. 4.10 Other Matters. The Committee shall perform such additional activities, and consider such other matters, within the scope of its purpose and responsibilities as the Committee or the Board deems necessary or appropriate. 5.0 SUBCOMMITTEES. The Committee may form, and delegate authority to, subcommittees as it deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee any power or authority required by any law, rule, or regulation to be exercised by the Committee as a whole. 6.0 OUTSIDE ADVISORS. The Committee shall have the sole authority to retain and terminate any search firm to be used in the identification of director candidates and shall have sole authority to approve the search firm s fees and other retention terms. The Committee may also, in its sole discretion, retain or obtain advice and assistance from outside legal, accounting, or other advisors. It may retain these advisors without seeking full Board approval. The Company will provide appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors engaged by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. 7.0 ANNUAL EVALUATIONS. 7.1 Performance Evaluations. The Committee shall conduct an annual evaluation of its performance and report the results of such evaluation to the Board. The evaluation shall address all matters that the Committee considers relevant to its performance and shall be conducted in such manner as the Committee deems appropriate. The Committee shall participate with the Executive Compensation Committee in oversight of the annual evaluation process for the Board and management. 7.2 Review of the Committee Charter. The Committee shall review this Charter annually and recommend to the Board any modifications to this Charter that the Committee deems necessary or appropriate. Such review - 4 -
shall include consideration of whether this Charter appropriately addresses the matters that are or should be within its scope. 100080-5 -