Twenty-First Century Fox 2004 Annual Report Download - page 47

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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 standing Committees:
• Audit Committee;
• Nominating and Corporate Governance Committee; and
• Compensation Committee.
The composition and charters of these Committees are in accordance with the requirements of corporate governance
guidelines issued by the Australian Stock Exchange (“ASX”), the Sarbanes-Oxley Act and related US Securities and
Exchange Commission (“SEC”) rules and NYSE Listing Standards. These Committees consist solely of Non-executive
Directors.
Audit Committee
The Audit Committee consists of the following Non-executive Directors and satisfies the requirements of the ASX, SEC
and NYSE:
Roderick I Eddington, Chairman
Peter Barnes
Andrew S B Knight
Thomas J Perkins
Each Audit Committee member is an independent Director in accordance with the NYSE listing standards. In addition, as
determined by the Board in its business judgment, the members of the Audit Committee meet the requirements of the
NYSE and the SEC for membership on audit committees.
The Audit Committee’s Charter is in accordance with the NYSE rules and may be found on the Group’s website.
The Audit Committee’s purpose is to 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. The Audit
Committee provides an avenue of communication among management, the independent accountants, the corporate
auditors and the Board of Directors. In fulfilling its responsibilities, the Audit Committee has full access to all books,
records, facilities and personnel of the Group.
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:
• The compensation of the independent accountants and the pre-approval of 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;
• To evaluate the independent accountant’s qualifications, performance and independence, and present its conclusions
and recommendations with respect to the independent accountants to the Board of Directors on at least an annual
basis;
• To meet with, discuss and review, prior to the annual audit, the scope of the audit to be performed by the independent
public accountants;
45
NEWS CORPORATION CONCISE REPORT 2004
Statement of Corporate Governance
(continued)
for the year ended 30 June, 2004