Twenty-First Century Fox 2003 Annual Report Download - page 45

43The News Corporation Limited
Statement of Corporate Governance (continued)
FOR THE YEAR ENDED 30 JUNE, 2003
10.Establish procedures for:
•The receipt, retention and treatment of complaints received by the Group regarding accounting, internal accounting controls
or auditing matters; and
•The confidential, anonymous submission by employees of the Group of concerns regarding questionable accounting or
auditing matters.
The Audit Committee shall review any significant complaints regarding accounting, internal accounting controls or auditing
matters received pursuant to such procedures.
11.Consider and approve, if appropriate, major changes to the Group’s auditing and accounting principles and practices as
suggested by the independent accountants, management, or the corporate audit department.
12.Review with the independent accountants, the corporate audit department and management the extent to which changes or
improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented.
Reporting to the Board of Directors; Evaluation of Performance; Other Activities
1. Report to the Board of Directors on a regular basis, and this report shall include a review of any issues that arise with respect to
the quality or integrity of the Group’s financial statements, the Group’s legal and regulatory requirements, the qualifications,
independence and performance of the Group’s independent accountants and the performance of the corporate audit function.
2. Evaluate, at least annually, its own performance and report to the Board of Directors on such evaluation and review and assess
the adequacy of this Charter periodically or as conditions dictate.
3. Prepare a report of the Audit Committee to be included in the Group’s Annual Report and other filings as required by the
applicable regulatory rules, and review any reports that may be required to be filed with the NYSE or other regulatory agencies
with respect to the Audit Committee.
4. Have the power to conduct and authorise investigations into any matters within the Committee’s scope of responsibilities.
5. Perform any other activities consistent with the Company’s charter documents and governing law as the Board of Directors deems
necessary or appropriate.
Nominating and Corporate Governance Committee
During the year, the former Nominating Committee (which consisted of Messrs K R Murdoch AC, A S B Knight and A M Siskind) was
restructured to form the Nominating and Corporate Governance Committee. This newly constituted Committee consists of the
following independent Directors:
G C Bible, Chairman
K E Cowley AO
R I Eddington
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:
Purpose and Authority
The Board of Directors has established a Nominating and Corporate Governance Committee (the “Committee”) with the authority
and responsibilities described below.
The Committee shall have the sole authority to retain and terminate any search firm assisting the Committee in identifying Director
candidates and to retain counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The
Committee shall have sole authority to approve related fees and terms of any advisors that it retains. The Committee may delegate
its authority to subcommittees or the Chairman of the Committee when it deems appropriate and in the best interests of the Group.