Twenty-First Century Fox 2003 Annual Report Download - page 40

The News Corporation Limited38
Statement of Corporate Governance
FOR THE YEAR ENDED 30 JUNE, 2003
Board of Directors
The Board of Directors (the “Board”) oversees the business of The News Corporation Limited (the “Company”; the Company and its
controlled entities are referred to as the “Group”) and is responsible for corporate governance of the Group. The Board establishes
broad corporate policies, sets the strategic direction for the Group and oversees management with a focus on enhancing the interests
of shareholders.
Directors are classified as either Executive or Non-executive Directors, the former being those Directors engaged in full time
employment by the Group. The Board currently comprises seven Executive Directors, including the Chairman, and eight Non-
executive Directors, to ensure independence and objectivity. Details of the members of the Board, their experience, qualifications
and term in office are set out on pages 50 to 52 of the Directors’ Report.
Various information reports are sent to the Board in order to keep them informed of the Group’s businesses. Directors also receive
operating and financial reports and access to senior management at Board and Committee meetings. The Board holds regular
meetings six times each year and special meetings when necessary. In addition, not less than twice each year, the Non-executive
Directors meet without the participation of the Executive Directors. The Chairman of the Nominating and Corporate Governance
Committee preside at these meetings.
The Nominating and Corporate Governance Committee considers a number of factors when determining the competency and
qualification of potential Directors. No single factor is determinative. Relevant considerations include the candidate’s education
and background; his or her general business experience and familiarity with the Group’s businesses; and whether he or she
possesses unique expertise which will be of value to the Group. Further, it is expected that each Director will devote the necessary
time to the fulfilment of his or her duties as a Director. In this regard, the Committee will consider the number and nature of each
Director’s other commitments, including other directorships.
Executive Directors do not receive any additional compensation for serving as a Director. Non-executive Directors receive fees for
serving on the Board and on Committees. The remuneration paid to the Non-executive Directors for the year ended 30 June, 2003
is set out on pages 55 to 56 of the Directors’ Report.
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.
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 Directors 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. New Directors are given an orientation regarding the Group’s businesses, corporate governance
and reporting procedures and, on a continuing basis, are advised with respect to policies and procedures applicable to Board and
Committee meetings and the rights and responsibilities of Directors. The Group does not have a policy with respect to the tenure,
retirement or succession of Directors.
Each of the Committees of the Board has the authority to retain, terminate and determine the fees and terms of consultants, legal
counsel and other advisors to such Committees as the Committee may deem appropriate in its discretion. Any Director wishing to
seek independent advice relating to his or her duties as a Board member, at the Group’s expense, may do so with the prior consent
of the Chairman. The Chairman considers these requests on a case-by-case basis.