Twenty-First Century Fox 2013 Annual Report Download - page 177

Australian Securities Exchange (“ASX”) Corporate Governance Recommendations (“Recommendations”)
Details of Twenty-First Century Fox, Inc.’s (the “Company” or “21st Century Fox”) corporate governance procedures are
described in the Company’s Proxy Statement for its 2013 Annual Meeting of Stockholders, including under the heading
“Corporate Governance Matters.” The Company has followed the Recommendations during the reporting period, except
that Mr. K. Rupert Murdoch serves as the Chairman and Chief Executive Oicer of the Company. The Board of Directors
(the “Board”) has taken the view that it is in the best interests of the Company and its stockholders that Mr. K. Rupert Murdoch
serve in such capacities. This view departs from Recommendations 2.2 and 2.3. In addition, one of the Company’s direc-
tors, Sir Roderick I. Eddington, previously served as an executive of a subsidiary of the Company. Although it has been
over a decade since he was employed by the Company, there was not a period of at least three years between the time
he ceased his employment and his appointment to the Board. In determining his independence from the Company, the
Board has considered his prior employment with the Company, as well as his experience since ceasing to be an executive
of the Company, and has determined that he is independent in accordance with the NASDAQ Stock Market Listing Rules.
This information is provided as required by Recommendation 2.6.
Information on 21st Century Fox’s Common Stock
For a list of the beneicial ownership of both 21st Century Fox Class A Common Stock and Class B Common Stock as
of August 19, 2013 for: (i) each person who is known by 21st Century Fox to own beneicially more than 5% of the outstanding
shares of Class B common stock; (ii) each member of the Board of Directors; (iii) each Named Executive Oicer (as deined
in Item 402(a)(3) of Regulation SK) of 21st Century Fox; and (iv) all Directors and executive oicers of 21st Century Fox as
a group, please refer to 21st Century Fox’s Proxy Statement for its 2013 Annual Meeting of Stockholders under the heading
“Security Ownership of 21st Century Fox.” As of August 19, 2013, there were approximately 1,005 holders of record of Class
B Common Stock and 38,276 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 21st Century Fox’s Restated Certiicate of Incorporation.
Distribution of stockholding (includes CDIs)
The following information is provided as of August 19, 2013:
Class B Class A
Common Stock Common Stock
1 – 1,000 24,376 42,481
1,001 – 5,000 4,538 1,794
5,001 – 10,000 473 235
10,001 – 100,000 332 168
100,001 – above 64 25
Based on the market price on August 19, 2013, there were approximately 1,521 holders holding less than a marketable
parcel of Class B Common Stock and approximately 25,163 holders holding less than a marketable parcel of Class A
Common Stock.