Twenty-First Century Fox 2003 Annual Report Download - page 46

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The News Corporation Limited44
Statement of Corporate Governance (continued)
FOR THE YEAR ENDED 30 JUNE, 2003
Composition and Meetings
The Committee shall consist entirely of Directors who the Board determines are “independent” in accordance with the New York Stock
Exchange listing standards. The members of the Committee shall be appointed and may be removed by the Board. The Committee
shall meet as often as it deems is appropriate to carry out its responsibilities and report its actions and recommendations to the Board.
A majority of the members of the Committee shall constitute a quorum. The Chairman of the Committee, in consultation with the
other Committee members, shall set meeting agendas. The Committee shall report its actions and recommendations to the Board.
Responsibilities
In addition to any other responsibilities which may be assigned from time to time by the Board of Directors, the Committee shall
have the following responsibilities:
•To review the qualifications of candidates for Director suggested by Board members, shareholders, management and others
in accordance with criteria recommended by the Committee and approved by the Board;
•To consider the performance of incumbent Directors in determining whether to nominate them for re-election;
•To recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of
shareholders;
•To recommend to the Board candidates to be elected to the Board as necessary to fill vacancies and newly created directorships;
•To make recommendations to the Board as to determinations of Director independence;
•To recommend to the Board retirement policies for Directors;
•To make recommendations to the Board concerning the function, composition and structure of the Board and its committees;
•To establish, together with all Non-executive Directors, the frequency of executive sessions in which only non-executive
Directors will participate and over which the Chairman of the Committee will preside;
•To recommend to the Board Directors to serve as members of each committee;
•To develop and recommend to the Board a set of corporate governance principles and to review and recommend changes to
those principles, as necessary;
•To advise and make recommendations to the Board on corporate governance matters, to the extent these matter are not the
responsibility of other Committees;
•To develop and recommend to the Board an annual self-evaluation process for the Board;
•To evaluate the Committee’s performance at least annually and report to the Board on such evaluation;
•To periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for
approval; and
•To perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or
the Committee shall deem appropriate.
Compensation Committee
During the year, the Compensation Committee was reconstituted and restructured and subsumed the former Share Option
Committee. The newly constituted Compensation Committee consists of the following Non-executive Directors:
A S B Knight, Chairman
J A M Erkko KBE
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:
Purpose and Authority
The Board of Directors has established a Compensation Committee (the “Committee”) with the authority and responsibilities
described below.