Twenty-First Century Fox 2006 Annual Report Download - page 130

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ASX Corporate Governance Recommendations (“Recommendations”)
Details of News Corporation’s corporate governance procedures are described in News Corporation’s Proxy Statement for its
2006 Annual Meeting of Stockholders, including under the heading “Corporate Governance Matters.” News Corporation
has followed the Recommendations during the reporting period, except that Mr. K. Rupert Murdoch serves as the Chairman
and Chief Executive Officer of News Corporation. The Board of Directors has taken the viewthat it is in the best interests of
News Corporation and its stockholders that Mr. K. Rupert Murdoch serve in such capacities. This view departs from
Recommendations 2.2 and 2.3.
Information on News Corporation’s Common Stock
For a list of the beneficial ownership of both News Corporation’s Class ACommon Stock and Class BCommon Stock as of
August 15, 2006 for: (i) each person who is known by News Corporation to own beneficially more than 5% of the out-
standing shares of Class Bcommon stock; (ii) each member of the Board of Directors; (iii) each Named Executive Officer (as
defined in Item 402(a)(3) of Regulation S-K) of News Corporation; and (iv) all Directors and executive officers of News
Corporation as agroup, please refer to News Corporation’s Proxy Statement for its 2006 Annual Meeting of Stockholders
under the heading “Security Ownership of News Corporation.”
As of August 15, 2006, there were approximately 1,700 holders of record of Class BCommon Stock and 56,300 holders
of record of Class ACommon Stock.
Each share of Class BCommon Stock entitles the holder to one vote per shareonall matters on which stockholders
have the right tovote. Each share of Class ACommon Stock does not have voting rights. However, holders of shares of
Class ACommon Stock do have the right to vote, together with holders of shares of Class BCommon Stock in limited cir-
cumstances which are described in News Corporation’s Restated Certificate of Incorporation.
Distribution of stockholding (includes CDIs)
The following information is provided as of August 15, 2006:
Class B
Common
Stock
Class A
Common
Stock
1–1,000 37,908 64,828
1,001 –5,000 8,533 3,761
5,001 –10,000 850 419
10,001 –100,000 604 379
100,001 –above 114 79
Based on the marketprice on August 15, 2006, there were approximately 900 holders holding less than a marketable parcel
of Class BCommon Stock and approximately 39,200 holders holding less than a marketable parcel of Class ACommon
Stock.
130 NEWS CORPORATION