head the Corporate Fraud Task Force. Previously, Mr. Thompson had been a partner in the Atlanta law firm of King & Spalding, where he practiced in the antitrust and litigation
departments. He served as the U.S. Attorney for the Northern District of Georgia and was later appointed Independent Counsel for the Department of Housing and Urban Development Investigation by the Special Panel of the U.S. Circuit Court Judges
appointed by the U.S. Supreme Court. He is an elected Fellow of the American Board of Criminal Lawyers. Mr. Thompson is a recipient of the Edmund Jennings Randolph Award for outstanding contributions to the accomplishment of the Department of
Justices mission, the Outstanding Litigator Award by the Federal Bar Association and the A. T. Walden Award for outstanding accomplishments to the legal profession by the Gate City Bar Association in Atlanta. Through his previous roles at the
U.S. Department of Justice and at PepsiCo, Mr. Thompson brings to the Board extensive legal experience in both governmental and corporate settings. As a Director of other public companies, he also has significant experience with corporate
governance matters and reporting obligations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED
The standing committees of the Board are the Audit Committee, Compensation Committee, Finance Committee and Executive Committee.
Given the ownership structure of the Company and its status as a controlled company (see page 12), the Board does not have a
nominating committee. Decisions on nominees to the Board are made through consultation among the Chairman of the Board and the other members of the Board. The Company has not utilized the services of any third party to assist in identifying and
The functions of the Audit Committee include overseeing (i) managements conduct of the Companys financial reporting process
(including the development and maintenance of systems of internal accounting and financial controls); (ii) the integrity of the Companys financial statements; (iii) the Companys compliance with legal and regulatory
requirements; (iv) the qualifications and independence of the Companys outside auditor; (v) the performance of the Companys internal audit function; (vi) the outside auditors annual audit of the Companys
financial statements; and (vii) the preparation of certain reports required by the rules and regulations of the Securities and Exchange Commission. A current copy of the Audit Committees Charter is available on the Companys website,
www.ghco.com; a copy of such Charter will be furnished without charge to any shareholder upon written request addressed to the Treasurer, Graham Holdings Company at 1300 North 17th Street, Suite 1700, Arlington, VA 22209.
Christopher C. Davis, Thomas S. Gayner (Chairman) and G. Richard Wagoner, Jr. served on the Audit Committee in 2016. The Board of Directors
has determined that all members of the Audit Committee are non-employee, financially literate, independent Directors within the meaning of the New York Stock Exchange listing standards. None of the members of the Audit
Committee has accepted, other than in his capacity as a Committee or Board member, any consulting, advisory or other compensatory fee from the Company or its affiliates, and none of the members of the Audit Committee has a material relationship with
The Board has determined that Thomas S. Gayner has the requisite background and experience to be (and is) designated an
audit committee financial expert within the meaning of Item 407(d)(5)(ii) of Regulation S-K due to his extensive experience, as discussed under Proposal 1: Election of Directors. In addition, the Board has determined
that all of the members of the Audit Committee are well grounded in financial matters and are familiar with generally accepted accounting principles. All of the members of the Audit Committee have a general understanding of internal controls and
procedures for financial reporting, as well as an understanding of audit committee functions. To the extent that matters come before the Audit Committee that involve accounting issues, the members of the Audit Committee consult with and rely on
management, in addition to external experts, such as the Companys independent registered public accountants, PricewaterhouseCoopers LLP. In addition, the Audit Committee has authority to obtain advice from internal or external legal or other
The Audit Committee held seven meetings in 2016.