Twenty-First Century Fox 2008 Annual Report Download - page 144

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NEWSCORP
ASX Corporate Governance Recommendations (“Recommendations”)
Details of News Corporation’s corporate governance procedures are described in News Corporation’s Proxy Statement for its 2008 Annual Meeting
of Stockholders, including under the heading “Corporate Governance Matters.” News Corporation has followed the Recommendations during the
reporting period, except that Mr. Rupert Murdoch serves as the Chairman and Chief Executive Officer of News Corporation. The Board of Directors
has taken the view that it is in the best interests of News Corporation and its stockholders that Mr. Rupert Murdoch serve in such capacities. This
view departs from Recommendations 2.2 and 2.3.
Information on News Corporation’s Common Stock
For a list of the beneficial ownership of both News Corporation’s Class A Common Stock and Class B Common Stock as of August 18, 2008 for:
(i) each person who is known by News Corporation to own beneficially more than 5% of the outstanding shares of Class B common stock; (ii) each
member of the Board of Directors; (iii) each Named Executive Officer (as defined in Item 402(a)(3) of Regulation S-K) of News Corporation; and
(iv) all Directors and executive officers of News Corporation as a group, please refer to News Corporation’s Proxy Statement for its 2008 Annual
Meeting of Stockholders under the heading “Security Ownership of News Corporation.”
As of August 18, 2008, there were approximately 1,503 holders of record of Class B Common Stock and 51,813 holders of record of Class A
Common Stock.
Each share of Class B Common Stock entitles the holder to one vote per share on all matters on which stockholders have the right to vote.
Each share of Class A Common Stock does not have voting rights. However, holders of shares of Class A Common Stock do have the right to vote,
together with holders of shares of Class B Common Stock in limited circumstances which are described in News Corporation’s Restated Certificate
of Incorporation.
Distribution of stockholding (includes CDIs)
The following information is provided as of August 18, 2008:
Class B
Common
Stock
Class A
Common
Stock
1 – 1,000 35,356 58,580
1,001 – 5,000 8,882 3,172
5,001 – 10,000 878 383
10,001 – 100,000 631 288
100,001 – above 112 50
Based on the market price on August 18, 2008, there were approximately 2,337 holders holding less than a marketable parcel of Class B
Common Stock and approximately 40,840 holders holding less than a marketable parcel of Class A Common Stock.
143