Twenty-First Century Fox 2004 Annual Report Download - page 50

Compensation Committee
The Compensation Committee consists of the following Non-executive Directors:
Andrew S B Knight, Chairman
Roderick I Eddington
John L Thornton
Thomas J Perkins
The Compensation Committee consists entirely of Non-executive Directors whom the Board has determined are
independent in accordance with the NYSE listing standards. The Compensation Committee’s Charter is in accordance with
the 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 Compensation Committee has the following responsibilities:
• To review and approve goals and objectives relevant to the compensation of the Chief Executive, to evaluate the
performance of the Chief Executive in light of these goals and objectives, and recommend to the Board the
compensation of the Chief Executive based on this evaluation;
• To administer and make recommendations to the Board with respect to incentive compensation plans and equity based
plans and to review the cumulative effect of its actions;
• To review and approve compensation, benefits and terms of employment of senior executives who are members of the
Group’s Executive Management Committee;
• To review and make recommendations to the Board regarding the Group’s recruitment, retention, termination and
severance policies and procedures for senior executives who are members of the Group’s Executive Management
Committee;
• To monitor compliance by executives with the Group’s stock ownership guidelines as set forth in the Group’s Standards
of Business Conduct;
• To review and assist with the development of executive succession plans, to review and approve the executive
compensation information to be included in the Group’s annual report, and to consult with the Chief Executive
regarding the selection of senior executives;
• To review the compensation of Directors for service on the Board and its Committees and recommend changes in
compensation to the Board;
• To evaluate the Compensation Committee’s performance at least annually and report to the Board on such evaluation;
• To review and assess periodically the adequacy of the Compensation 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 Compensation Committee
and as the Board or the Compensation Committee shall deem appropriate.
These responsibilities are to be implemented to attract and maintain executive and director talent and compensate that
talent having regard to corporate performance, all in the best interests of the Group.
Risk Management and Internal Controls
The Group is committed to the identification, monitoring and management of risks associated with its business activities.
Management is ultimately responsible to the Board for the Group’s system of internal control and risk management. The
Group’s risk management policies and procedures cover regulatory, legal, property, treasury, financial reporting and
internal control. A clear organisational structure exists detailing lines of authority and control responsibilities. Each
business unit is responsible and accountable for implementing procedures and controls to manage risks within its business.
Group management has established within in its management and reporting systems a number of risk management
controls. These include:
• Formal operating and strategic planning process for all businesses within the Group;
• Annual budgeting and periodic reporting systems for all businesses which enable the monitoring of progress against
financial and operational performance targets and metrics and evaluation of trends;
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NEWS CORPORATION CONCISE REPORT 2004
Statement of Corporate Governance
(continued)
for the year ended 30 June, 2004