Twenty-First Century Fox 2004 Annual Report Download - page 58

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Likely Developments
In April 2004, the Group announced that it would pursue a reorganisation that would change the Group’s place of
incorporation from Australia to the United States. In connection with this reorganisation, the Group would acquire from
the Murdoch Interests the approximate 58% interest in Queensland Press Pty Ltd. (“QPL”) not already owned by the Group
through the acquisition of the Cruden Group of companies. The Murdoch Interests are certain trusts, the beneficiaries of
which include Mr. Rupert Murdoch, members of his family and certain charities.The proposal is subject to the approval of
shareholders, option holders and the Australian Federal Court and regulatory approval. If approved, the transaction is
expected to be completed by the end of this calendar year. Further details on the proposal are included at Note 10 to the
Concise Financial Report.
Other than matters referred to in this report, the Directors have no reference to make as to likely developments in the
operations of the Group and the expected results of those operations in subsequent financial years. In the opinion of the
Directors, any further disclosure would prejudice the interest of the Group.
Environmental Regulations
The Group’s operations are subject to various environmental regulations in the countries in which it has a presence.
In Australia, the Group has established an environmental management system in each jurisdiction, which monitors
compliance with existing environmental regulations and new regulations as they are enacted. The management system
includes procedures to be followed should an incident occur which adversely impacts the environment. The Group’s
operations hold all relevant environmental licences and permits and have implemented monitoring procedures to ensure
that it complies with licence conditions.
The Directors are not aware of any breaches of any legislation during the financial year which are material in nature.
Subsequent Events
Other than items disclosed in the financial statements, the Directors are not aware of any matter or circumstance that has
arisen since the end of the financial year that has significantly affected or may significantly affect the operations of the
Group, the results of those operations, or the state of affairs of the Group in the financial years subsequent to the current
financial year.
Directors’ and Senior Executives’ Remuneration
Non-executive Directors
Fees paid to Non-executive Directors on the Board take into consideration the level of fees paid to Board members of other
multinational corporations, the size and complexity of the Group’s operations and the responsibilities and workload
requirements of Board members.
Effective as of 1 July, 2003 Non-executive Directors receive an annual retainer of $175,512 (US$125,000) with each director
investing $56,164 (US$40,000) of this retainer in the Company’s stock through a deferred stock unit account. Audit
Committee members receive an additional $21,061 (US$15,000) per year, Compensation Committee members an additional
$8,425 (US$6,000) per year and Nominating and Corporate Governance Committee members an additional $8,425 (US$6,000)
per year with the Audit Committee Chairman receiving an additional $14,041 (US$10,000) per year and Compensation and
Nominating and Corporate Governance Committee Chairmen to receive an additional $7,020 (US$5,000) annually.
Because the focus of the Board is on the long-term direction of the Group, there is no direct link between Non-executive
Director remuneration and the short-term results of the Group.
Executive Directors
The broad remuneration policy is to ensure each compensation package properly reflects the relevant person’s duties and
responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest quality.
As the Group operates in a highly competitive environment and continually seeks to improve value for shareholders, it is
imperative that remuneration levels are set to be among the leaders of major multinational corporations, in the
appropriate markets.
Directors’ fees are not paid to Executive Directors since the responsibilities of Board membership are considered in
determining remuneration provided as part of the normal employment conditions.
56
NEWS CORPORATION CONCISE REPORT 2004
Directors’ Report
(continued)
for the year ended 30 June, 2004