- 1 -

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

TERMS OF REFERENCE

The primary purposes of the Nominating and Corporate Governance Committee are to:

  1. Review and determine corporate governance guidelines and procedures and where necessary make recommendations to the Board on changes to corporate governance guidelines and procedures; and
  1. Identify and recommend to the Board candidates for appointment or election as directors in accordance with the corporate governance guidelines and the membership policy adopted by the Board as outlined in the attached schedule. The Committee shall review the performance of the directors as part of that process.

Composition of the Committee

The Committee will be composed of at least three directors, each of whom shall be independent as determined by the Board. The members of the Committee will be appointed and replaced by the Board from time to time. A majority of the members of the Committee shall constitute a quorum.

Chair of the Committee

The Chair of the Committee shall be the Lead Director appointed by the Board from time to time. The Chair shall be responsible for general leadership of the Committee, including preparing the agenda, presiding over Committee meetings, and reporting to the Board following Committee meetings on matters considered by the Committee. The Chair shall encourage Committee members to ask questions and express views during meetings. If the Chair of the Committee is not able to attend any meeting of the Committee, the Chair shall arrange for another member to preside at the meeting in his or her absence, failing which another member will be chosen by the Committee. The Chair shall take reasonable steps to ensure that the responsibilities of the Committee as outlined in these Terms of Reference are understood by all Committee members and executed as effectively as possible.

Specific Responsibilities

  1. Review and recommend to the Board appropriate and effective corporate governance guidelines and procedures.
  1. Recommend to the Board the criteria and process for identifying, recruiting, nominating, appointing and orienting new directors. The orientation program for new directors shall be directed by the Chair of Torstar or such other person as designated by the Committee and should ensure that all new directors fully understand the role of the Board and its committees, the contribution individual directors are expected to make (including, in particular, the commitment of time and attention that Torstar expects from its directors), the duties of Torstar directors and the nature and operations of Torstar’s business.
  1. Monitor and evaluate, on an annual basis, the effectiveness of the Board and its committees including procedures for evaluating the Chair of the Board, the Lead Director and individual directors.
  1. Advise the Board on committee member qualifications, appointments and removals, and committee structure and operations.
  1. Recommend to the Board the nominees for appointment to Committees of the Board and Chairs of Committees.
  1. Review and make recommendations to the Board regarding the Statement of Directors’ Duties and the terms of reference for each Committee, taking into account such Committee’s recommendations.
  1. Recommend to the Board the nominees for election as directors for each annual meeting of shareholders or to fill any vacancy. In making such recommendations for nominee directors, the Committee should consider: (i) the competencies and skills that the Board considers necessary for the Board, as a whole, to possess; (ii) the competencies and skills that the Board considers each existing director to possess; (iii) the competencies and skills each new nominee will bring to the boardroom; (iv) whether or not each new nominee can devote sufficient time and attention to his or her duties as a Board member; and (v) the appropriate size of the Board, with a view to facilitating effective decision-making. The Board values diversity and, in addition to the consideration of competencies and skills described above, the Committee should consider whether a new nominee would contribute to the diversity of the Board (including diversity in professional experience and background as well as in personal characteristics such as gender, race, ethnic background, age and geographic residence).
  1. Review and make recommendations to the Board regarding the position descriptions for the Chair of the Board and the Lead Director.
  1. Review and make recommendations to the Board regarding the policy on majority voting in director elections.
  1. Consider any resignations offered by directors, including any resignation offers provided under the policy on majority voting in director elections, and make recommendations to the Board on whether or not such resignations should be accepted.
  1. Oversee the development of an education program for directors (which may be incorporated into the regular Board and committee meetings).
  1. Review the Board process and function to ensure that the Board is properly using its time and that it has access to necessary information.
  1. Ensure that the Board maintains good communications with Torstar's shareholders.
  1. Approve the use of outside advisors requested by individual directors, in addition to those engaged by Torstar.
  1. Retain and terminate any outside advisor that the Committee determines to be necessary to permit it to carry out its duties, and approve the fees and other retention terms of such advisor.
  1. Review and recommend to the Board the compensation of directors.
  1. Assess from time to time (and no less than annually) whether each director is independent for the purposes of any applicable securities laws, stock exchange listing requirements, or governance guidelines or policies issued by applicable securities authorities, including laws, requirements and guidelines relating to Committee memberships.
  1. Produce an annual statement disclosing the basis for the above independence determinations to be approved by the Board for inclusion in Torstar’s proxy statement.
  1. Review and recommend to the Board for approval the corporate governance disclosure required under applicable securities laws to be included in Torstar’s proxy statement.
  1. Monitor the relationship between the Board and management with a view to ensuring the Board is able to function independently of management.
  1. Conduct an annual performance evaluation of the Committee.
  1. Make regular reports to the Board.
  1. Review and reassess the adequacy of these Terms of Reference no less than annually and recommend any proposed changes to the Board for approval.

SCHEDULE: Board Membership Policy

(a)The Board of Directors shall normally consist of 12 to 16 members and shall include representatives of the Voting Trust or their nominees, outside directors and the CEO.

(b)Directors shall be men and women of good character, sound judgement and persons who subscribe to the Atkinson Principles applicable to The Toronto Star. Directors shall include a number of persons with broad business and professional experience.

(c)Appointments to the Board shall be made with the objective of maintaining a balance between the number of outside directors and the number of major shareholder representatives.

(d)A majority of the directors should be independent as determined by the Board on the recommendation of the Committee.

(e)The Chair of the Board shall normally retire from the Board at the annual shareholder meeting immediately following his or her 75th birthday. Other directors shall normally retire from the Board at the annual shareholder meeting immediately following their 72ndbirthday. Directors elected to continue following their 72ndbirthday (or, in the case of the Chair, 75th birthday) shall offer to retire six months prior to each subsequent annual shareholder meeting.

(f)An outside director who retires from his or her normal occupation, or who changes his or her position, shall offer to resign as a director. The Board shall decide, upon the recommendation of the Committee, whether or not to accept such resignations. Directors should expect that such resignations will normally be accepted.

(g)Directors who are members of management of Torstar, or of its subsidiaries, shall offer their resignations when they retire as employees of Torstar or of its subsidiaries. If requested by the Board, such directors shall continue to serve until the next annual meeting of shareholders. Such directors shall not normally be recommended by the Committee for nomination for more than one additional year.

Terms of Reference-N&CGC-March 2016