Twenty-First Century Fox 2002 Annual Report Download - page 40

Board of Directors
The Board of Directors (the “Board”) oversees the business of The News Corporation Limited and its controlled entities (“the
Company”). To assist in the execution of its responsibilities, the Board has established a number of Board Committees including
a Nominating Committee, Compensation Committee, Share Option Committee and Audit Committee. It has also established
an overall framework of internal control and a business risk management process, and has adopted appropriate ethical standards.
Directors are classified as either Executive or Non-executive Directors, the former being those Directors engaged in full time
employment by the Company.
The Board currently comprises six Executive Directors, including the Chairman, and nine Non-executive Directors, ensuring
independence and objectivity.
The Company’s Constitution authorises the Board to appoint Managing Directors (including the Chief Executive) with specific
authorised duties and to elect a Chairman to preside at meetings. If a vote which requires a majority results in a tie, the Chairman
is granted a second and deciding vote.
Re-appointment of Directors
The Company’s Constitution provides that at every annual general meeting, one-third (or the nearest number to but not exceeding
one-third) of the Directors (exclusive of any Managing Director, Directors of an age greater than 72 years and Directors appointed
since the most recent annual general meeting) shall retire from office and all vacant directorships may be filled at that meeting.
The Directors to retire in each year are the Directors who have been in office longest since their last election or appointment. Retiring
Directors are eligible for re-election. No Director (other than any Managing Director) can serve for a term longer than three years
without re-election. Further, Directors appointed since the last annual general meeting must retire but are eligible to be re-elected for
a three year term. Directors who are older than 72 must retire each year and are eligible to be re-elected for a one year term.
Directors may wish to seek independent advice relating to their duties as Board members. Any Director wishing to do this, at the
Company’s expense, requires the prior consent of the Chairman. The Chairman considers these requests on a case by case basis.
Nominating Committee
The Nominating Committee consists of the following Directors:
K R Murdoch AC
A S B Knight
A M Siskind
The Nominating Committee meets as required to consider the composition of the Board which must satisfy the following parameters:
• there must be a minimum of five Directors;
• at least two Directors must be residents of Australia; and
• the Board members should represent a broad range of expertise and experience.
If at any time the Nominating Committee is of the view that any of the above criteria are not satisfied, the Nominating Committee
will nominate candidates for Board positions. The Board then needs to vote on those candidates. Persons voted into Board positions
in this way then need to be re-elected by the shareholders at the next annual general meeting if they are to continue to hold office.
The Nominating Committee will ask any Directors who are not properly performing their duties to retire.
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Statement of Corporate Governance
FOR THE YEAR ENDED 30 JUNE, 2002
THE NEWS CORPORATION LIMITED
Annual Report 2002