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The News Corporation Limited40
Statement of Corporate Governance (continued)
FOR THE YEAR ENDED 30 JUNE, 2003
Limitations Inherent in the Audit Committee’s Role
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee
to determine that the Group’s financial statements are complete and accurate and are in accordance with generally accepted
accounting principles (“GAAP”). This determination is the responsibility of management and the independent accountants. Nor
is it the duty of the Audit Committee to assure the compliance with the Group’s Code of Conduct. Furthermore, while the Audit
Committee is responsible for reviewing the Group’s policies and practices with respect to risk assessment and management, it is the
responsibility of the Chief Executive and senior management to determine the appropriate level of the Group’s exposure to risk.
II. AUDIT COMMITTEE COMPOSITION AND MEETINGS
The Audit Committee shall be comprised of three or more Directors as determined by the Board or the Nominating and Corporate
Governance Committee, each of whom shall be independent Directors in accordance with the New York Stock Exchange (the
“NYSE”) listing standards and who meet the additional “independence” requirements of the NYSE for audit committee
membership.
In addition, as determined by the Board in its business judgment, the members of the Committee shall meet the requirements
of the NYSE and the Securities and Exchange Commission (the “SEC”) for membership on audit committees.
The members of the Committee shall be elected by the Board at the annual organisational meeting of the Board or until their
successors shall be duly elected and qualified. The members of the Committee may be removed by the Board. Unless a Chairman
is elected by the full Board, the members of the Committee may designate a Chairman by majority vote of the full Committee
membership.
No Committee member should simultaneously serve on the Audit Committee of more than two other public companies.
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Chairman of the Audit
Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee
meetings and shall set meeting agendas consistent with this Charter. A majority of the members of the Committee shall constitute
a quorum. As part of its job to foster open communication, the Committee should meet at least annually with management, the
director of the Corporate Audit Department and the independent accountants in separate executive sessions to discuss any matters
that the Committee or each of these groups believe should be discussed privately. In addition, the Committee, or at least its
Chairman, should hold discussions with the independent accountants and management as needed regarding the Group’s financial
statements.
Minutes of each meeting are to be prepared, and, following approval by the Audit Committee sent to the Board of Directors.
III. RESPONSIBILITIES AND DUTIES
In addition to any other responsibilities, which may be assigned from time to time by the Board of Directors, the Audit Committee
is responsible for the following matters:
Independent Accountants
1. Seek removal of the independent accountants of the Group; appoint replacement independent accountants to fill vacancies,
pending appointment at the Group’s next annual general meeting; and implement resolutions passed by the Group in the annual
general meeting for the removal of the independent accountants of the Group (subject to, if applicable, necessary regulatory
consents).
2. The Audit Committee shall be responsible for the compensation of the independent accountants and shall pre-approve all audit
engagement fees and terms as well as all audit-related and non-audit services to be provided by the Group’s independent
accountants. The Audit Committee may, from time to time, delegate its authority to pre-approve such audit-related and non-
audit services to one or more Audit Committee members, provided that such designees present any such approvals to the full
Audit Committee at the next Audit Committee meeting.