NEW YORK, Feb 20, 2003 (BUSINESS WIRE) -- The New York Times Company today announced enhancements to its corporate governance practices designed to strengthen the functioning of its Board of Directors and to serve the long-term interests of its shareholders, employees and other stakeholders.

These enhancements, which are effective immediately, include requirements of the Sarbanes-Oxley legislation and the proposed New York Stock Exchange (NYSE) listing requirements, as well as The New York Times Company's own vision of good governance practices. These enhancements are included in documents that can now be found in a new section of the Company's Web site at www.nytco.com/governance.

Arthur Sulzberger, Jr., chairman of The New York Times Company, said, "Over the past year, our Board of Directors and management team have studied our Company's corporate governance practices in light of new stricter regulations and our collective desire to maintain a leadership role in corporate governance. In many cases, we simply formalized our current procedures, while in others we went beyond the guidelines to introduce changes that we believe will strengthen the oversight role of the Board. In doing so, it was our intention to satisfy not just the letter, but also the spirit of the new corporate governance requirements. We wanted to act promptly to implement these changes, in some cases in advance of their required adoption dates. The resulting enhancements to our governance practices will make us an even stronger and better Company."

Key governance actions taken by The New York Times Company include:

-- The Board has adopted Corporate Governance Principles for the Company and new Charters for each of its Committees. -- The Board has decided not to take advantage of an available exception to certain of the proposed NYSE rules. Under these rules, a company that has more than 50% of its voting power held by a single entity (a "controlled company") may elect not to comply with the requirements that a majority of its directors be independent or that all of its compensation and nominating/corporate governance committee members be independent. While the Company's ownership structure would enable it to elect not to comply with these requirements, the Board has decided to comply in all respects with the NYSE rules. -- The Board has adopted categorical standards, whereby directors will generally be considered independent if sales of goods or services to, and purchases of goods or services from, the Company total less than one percent of the revenues of either the Company or the companies with which the directors are affiliated. A similar test will be applied to charitable contributions from the Company or The New York Times Company Foundation to an organization of which a Times Company director serves as an officer or director. -- Following the Board's approval of these categorical standards, the Board conducted its annual review of director independence, taking into account directors' relationships with the Company or with members of senior management. As a result, the Board determined that eight of the Company's 13 directors are independent under the proposed NYSE rules, which continues the Company's practice of having a substantial majority of its Board comprised of independent directors. -- Of the remaining directors, Arthur Sulzberger, Jr., Russell T. Lewis and Michael Golden are considered inside directors because they are executive officers of the Company. Jacqueline H. Dryfoos was not independent because she is a cousin of Messrs. Sulzberger, Jr. and Golden, and Cathy J. Sulzberger was similarly not independent because she is the sister of Mr. Sulzberger, Jr. and a cousin of Mr. Golden. -- All members of the Board's audit, compensation, and nominating and governance committees are now independent under both the proposed NYSE and the Sarbanes-Oxley Act requirements. -- Non-management directors will meet alone in an executive session at the end of each Board meeting. Currently, there are six regularly scheduled Board meetings per year. In addition, the non-management directors have chosen John F. Akers to serve as presiding director during these executive sessions. -- The Board is expanding its self-evaluation process to cover not only the Board as a whole, but also each Committee. The Board believes that this evaluation process ensures an open environment for Board and management discussions and actions. -- All directors are expected to hold stock in the Company. Ownership of $100,000 in Company stock is considered an appropriate amount for each director to accumulate over a reasonable period of time. -- The Board has determined that all four members of its audit committee are qualified as "audit committee financial experts" as recently defined by the SEC. These members are Ellen R. Marram (the audit committee chair), Raul E. Cesan, David E. Liddle and Henry B. Schacht. -- The Board enhanced its annual process for evaluating the performance of the Company's chairman, CEO and vice chairman. -- The Board has adopted a Code of Ethics that applies not only to the Company's CEO and senior financial officers, as required by the SEC, but also to its chairman and vice chairman. -- The Audit Committee has approved a policy that places limits on the Company's hiring of current and former employees of its independent auditors.

The New York Times Company (NYSE: NYT), a leading media company with 2002 revenues of $3.1 billion, includes The New York Times, The International Herald Tribune, The Boston Globe, 16 other newspapers, eight network-affiliated television stations, two New York City radio stations and more than 40 Web sites, including NYTimes.com and Boston.com. The Company was ranked No. 1 in the publishing industry in Fortune's most recent list of America's Most Admired Companies and was ranked No. 1 in quality of products/services and No. 1 in social responsibility among all 530 companies on the list. In 2003 the Company was named by Fortune as one of the 100 Best Companies to Work for. The Company's core purpose is to enhance society by creating, collecting and distributing high-quality news, information and entertainment.