Twenty-First Century Fox 2004 Annual Report Download - page 46

Board of Directors
The Board of Directors (the “Board”) oversees the business of The News Corporation Limited (the “Company”; the
Company and its controlled entities are referred to as the “Group”) and is responsible for corporate governance of the
Group. The Board establishes broad corporate policies, sets the strategic direction for the Group and oversees management
with a focus on enhancing the interests of shareholders.
Directors are classified as either Executive or Non-executive Directors, the former being those Directors engaged in full
time employment by the Group. The Board currently comprises six Executive Directors, including the Chairman, and
Chase Carey, the Chief Executive of the DIRECTV Group, Inc., an associated company, and nine Non-executive Directors.
Details of the members of the Board, their experience, qualifications and term in office are set out on pages 52 to 54 of the
Directors’ Report. The Board has determined that eight of the fifteen Directors are independent in accordance with the
New York Stock Exchange (the “NYSE”) Listing Standards.
Various information reports are sent to the Board in order to keep them informed of the Group’s businesses. Directors also
receive operating and financial reports and access to senior management at Board and Committee meetings. The Board
holds regular meetings six times each year and special meetings when necessary. In addition, not less than twice each year,
the Non-executive Directors meet without the participation of the Executive Directors. The Chairman of the Nominating
and Corporate Governance Committee presides at these meetings.
The Nominating and Corporate Governance Committee considers a number of factors when determining the competency
and qualification of potential Directors. No single factor is determinative. Relevant considerations include the candidate’s
education and background; his or her general business experience and familiarity with the Group’s businesses; and whether
he or she possesses unique expertise which will be of value to the Group. Further, it is expected that each Director will
devote the necessary time to the fulfilment of his or her duties as a Director. In this regard, the Committee will consider
the number and nature of each Director’s other commitments, including other directorships.
Executive Directors do not receive any additional compensation for serving as a Director. Non-executive Directors receive
fees for serving on the Board and on Committees. The remuneration paid to the Non-executive Directors for the year ended
30 June, 2004 is set out on pages 56 to 58 of the Directors’ Report.
The Company’s Constitution authorises the Board to appoint Managing Directors (including the Chief Executive) with
specific authorised duties and to elect a Chairman to preside at meetings. If a vote, which requires a majority, results in a
tie, the Chairman is granted a second and deciding vote. Mr. K. Rupert Murdoch serves as the Chairman and Chief Executive
of the Company. The Board has taken the view that it is in the best interests of the Company and its shareholders that Mr.
K. Rupert Murdoch serve in both such capacities.*
The Company’s Constitution provides that at every annual general meeting, one-third (or the nearest number to but not
exceeding one-third) of the Directors (exclusive of any Managing Directors and Directors appointed since the most recent
annual general meeting) shall retire from office and all vacant directorships may be filled at that meeting.
The Directors to retire in each year are the Directors who have been in office longest since their last election or
appointment. Retiring Directors are eligible for re-election. No Director (other than any Managing Director) can serve for
a term longer than three years without re-election. Further, Directors appointed since the last annual general meeting
must retire but are eligible to be re-elected for a three-year term. New Directors are given an orientation regarding the
Group’s businesses, corporate governance and reporting procedures and, on a continuing basis, are advised with respect to
policies and procedures applicable to Board and Committee meetings and the rights and responsibilities of Directors. The
Group does not have a policy with respect to the tenure, retirement or succession of Directors.
Each of the Committees of the Board has the authority to retain, terminate and determine the fees and terms of
consultants, legal counsel and other advisors to such Committees as the Committee may deem appropriate in its
discretion. Any Director wishing to seek independent advice relating to his or her duties as a Board member, at the Group’s
expense, may do so with the prior consent of the Chairman. The Chairman considers these requests on a case-by-case basis.
* This view departs from ASX best practice recommendations 2.2 and 2.3
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NEWS CORPORATION CONCISE REPORT 2004
Statement of Corporate Governance
for the year ended 30 June, 2004