Twenty-First Century Fox 2003 Annual Report Download - page 47

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45The News Corporation Limited
Statement of Corporate Governance (continued)
FOR THE YEAR ENDED 30 JUNE, 2003
In fulfilling its responsibilities, the Committee shall have the sole authority to retain and terminate any compensation consultants,
legal 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 consultants, counsel or other 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.
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 Committee shall meet as often as it deems is appropriate to carry out its responsibilities.
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. 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 and approve goals and objectives relevant to the compensation of the Chief Executive, to evaluate the performance
of the Chief Executive in light of these goals and objectives, and recommend to the Board the compensation of the Chief
Executive based on this evaluation;
•To administer and make recommendations to the Board with respect to incentive compensation plans and equity based
plans, including the granting of share options under the Group’s share option plans, and to review the cumulative effect
of its actions;
•To review and approve compensation, benefits and terms of employment of senior executives who are members of the
Group’s Executive Committee;
•To review and make recommendations to the Board regarding the Group’s recruitment, retention, termination and severance
policies and procedures for senior executives who are members of the Group’s Executive Committee;
•To monitor compliance by executives with the Group’s stock ownership guidelines as set forth in the Group’s Standards of
Business Conduct;
•To review and assist with the development of executive succession plans, to review and approve the executive compensation
information to be included in the Group’s annual report, and to consult with the Chief Executive regarding the selection of
senior executives;
•To review the compensation of Directors for service on the Board and its Committees and recommend changes in
compensation to 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.
Details of Directors’ remuneration, superannuation and retirement payments are set out on pages 55 to 56.
Internal Controls and Risk Management
An internal audit function operates under a Charter which defines the purpose, authority and responsibility of the Corporate Audit
Department. The Corporate Audit Department’s mission is to provide an independent assessment of risk and the effectiveness of
internal operating and financial controls within the Group’s various operating businesses.