Twenty-First Century Fox 2004 Annual Report Download - page 49

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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of the following Non-executive Directors:
Geoffrey C Bible, Chairman
Kenneth E Cowley AO
Viet Dinh
The Nominating and Corporate Governance Committee consists entirely of Non-executive Directors whom the Board has
determined are independent in accordance with the NYSE listing standards. The Nominating and Corporate Governance
Committee’s Charter is in accordance with NYSE rules and may be found on the Group’s website.
In addition to any other responsibilities which may be assigned from time to time by the Board of Directors, the
Nominating and Corporate Governance Committee has the following responsibilities:
• To review the qualifications of candidates for Director suggested by Board members, shareholders, management and
others in accordance with criteria recommended by the Committee and approved by the Board;
• To consider the performance of incumbent Directors in determining whether to nominate them for re-election;
• To recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of
shareholders;
• To recommend to the Board candidates to be elected to the Board as necessary to fill vacancies and newly created
directorships;
• To make recommendations to the Board as to determinations of Director independence;
• To recommend to the Board, retirement policies for Directors;
• To make recommendations to the Board concerning the function, composition and structure of the Board and its
committees;
• To establish, together with all Non-executive Directors, the frequency of executive sessions in which only Non-executive
Directors will participate and over which the Chairman of the Nominating and Corporate Governance Committee will
preside;
• To recommend to the Board, Directors to serve as members of each committee;
• To develop and recommend to the Board a set of corporate governance principles and to review and recommend changes
to those principles, as necessary;
• To advise and make recommendations to the Board on corporate governance matters, to the extent these matters are
not the responsibility of other Committees;
• To develop and recommend to the Board an annual self-evaluation process for the Board;
• To evaluate the Nominating and Corporate Governance Committee’s performance at least annually and report to the
Board on such evaluation;
• To periodically review and assess the adequacy of the Nominating and Corporate Governance Committee Charter and
recommend any proposed changes to the Board for approval; and
• To perform such other duties and responsibilities as are consistent with the purpose of the Nominating and Corporate
Governance Committee and as the Board or the Nominating and Corporate Governance Committee shall deem
appropriate.
47
NEWS CORPORATION CONCISE REPORT 2004
Statement of Corporate Governance
(continued)
for the year ended 30 June, 2004