Twenty-First Century Fox 2003 Annual Report Download - page 41

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39The News Corporation Limited
Statement of Corporate Governance (continued)
FOR THE YEAR ENDED 30 JUNE, 2003
Consistent with its legal obligations, as well as part of its commitment to corporate governance, the Board has implemented the
following:
•established various Committees of the Board to assist the Board in the execution of its responsibilities;
•adopted an overall framework of internal control and a business risk management process; and
•established Standards of Business Conduct for Directors, officers and employees and a Code of Ethics for the chief executive
and senior financial officers.
These matters are discussed in further detail below.
Board Committees
To assist in the execution of its responsibilities, the Board has established the following Committees:
•Audit Committee;
•Nominating and Corporate Governance Committee; and
•Compensation Committee.
During the year, the composition and charters of these Committees were reconstituted in accordance with recent corporate
governance proposals including the requirements of the Sarbanes-Oxley Act and related US Securities and Exchange Commission
(“SEC”) rules, proposed New York Stock Exchange (“NYSE”) Listing Standards, and corporate governance guidelines issued by the
Australian Stock Exchange (“ASX”). These newly reconstituted Committees will consist solely of Non-executive Directors who will
satisfy the “independence” requirements set out in the proposed NYSE rules at such time as such rules become effective.
A full description of changes with respect to each Committee is detailed below.
Audit Committee
During the year, Mr S S Shuman resigned from the Audit Committee and Mr G J Kraehe was appointed. The Audit Committee
consists of the following Non-executive Directors and satisfies the requirements of both the ASX and NYSE:
G J Kraehe AO, Chairman
J A M Erkko KBE
A S B Knight
T J Perkins
The Committee’s Charter, which has been redrafted in accordance with currently proposed NYSE rules and formally adopted by the
Board on 12 August, 2003, is as follows:
I. AUDIT COMMITTEE PURPOSE AND AUTHORITY
The Board of Directors has established an Audit Committee (the “Audit Committee” or the “Committee”) with the authority,
responsibility and specific duties as described below.
The Audit Committee shall assist the Board of Directors in its oversight of (i) the integrity of the Group’s financial statements and
the Group’s financial reporting processes and systems of internal control, (ii) the qualifications, independence and performance of
the Group’s independent accountants and the performance of the Group’s corporate auditors and corporate audit function and (iii)
the Group’s compliance with legal and regulatory requirements, and shall provide an avenue of communication among management,
the independent accountants, the corporate auditors and the Board of Directors.
In fulfilling its responsibilities, the Audit Committee shall have full access to all books, records, facilities and personnel of the
Group, and shall be authorised (without seeking approval of the Board of Directors) to retain special legal, accounting or other
advisors and to request any officer or employee of the Group or the Group’s outside counsel or independent accountants to meet
with any members of, or advisors to, the Audit Committee. The Audit Committee may delegate its authority to subcommittees
or the Chairman of the Audit Committee when it deems appropriate and in the best interests of the Group.