Twenty-First Century Fox 2011 Annual Report Download - page 99

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News Corporation
ASX Corporate Governance Recommendations (“Recommendations”)
Details of News Corporation’s corporate governance procedures are described in News Corporation’s Proxy Statement for its 2011 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 (the “Board”) has taken the view that 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. In addition, three of News Corporation’s directors,
Messrs. Kenneth Cowley, Roderick Eddington and Andrew Knight, previously served as executives of subsidiaries of News Corporation. Although
it has been several years since these directors were employed by News Corporation, there was not a period of at least three years between the time
they ceased their employment and their appointment to the Board. In determining these directors’ independence from News Corporation, the
Board has considered these directors’ prior employment with News Corporation, as well as their experience since ceasing to be executives of News
Corporation, and has determined that they are independent in accordance with the NASDAQ Stock Market Rules. This information is provided as
required by Recommendation 2.6.
Information on News Corporation’s Common Stock
For a list of the beneficial ownership of both News Corporation’s Class A Common Stock and Class B Common Stock as of August 22, 2011
for: (i) each person who is known by News Corporation to own beneficially more than 5% of the outstanding shares of Class B common 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 a group, please refer to News Corporation’s Proxy Statement for
its 2011 Annual Meeting of Stockholders under the heading “Security Ownership of News Corporation.”
As of August 22, 2011, there were approximately 1,259 holders of record of Class B Common Stock and 44,190 holders of record of Class A
Common Stock.
Each share of Class B Common Stock entitles the holder to one vote per share on all matters on which stockholders have the right to vote.
Each share of Class A Common Stock does not have voting rights. However, holders of shares of Class A Common Stock do have the right to
vote, together with holders of shares of Class B Common Stock in limited circumstances which are described in News Corporation’s Restated
Certificate of Incorporation.
Distribution of stockholding (includes CDIs)
The following information is provided as of August 22, 2011:
Class B
Common Stock
Class A
Common Stock
1 – 1,000 29,023 49,419
1,001 – 5,000 6,798 2,459
5,001 – 10,000 686 307
10,001 – 100,000 464 214
100,001 – above 84 34
Based on the market price on August 22, 2011, there were approximately 2,423 holders holding less than a marketable parcel of Class B
Common Stock and approximately 34,832 holders holding less than a marketable parcel of Class A Common Stock.
2011 Annual Report 97