Chairman's Address to the 2012 Annual Meeting of Stockholders
Posted Oct 17 2012 8:10am
This Statement of Corporate Governance has been established by the Board of Directors (the "Board") of News Corporation (the "Company"), and is intended, in conjunction with the Cheap Beats By Dre Company's Restated Certificate of Incorporation, Amended and Restated By-Laws (the "By-laws"), other corporate governance documents and all applicable laws, to be a flexible framework within which the Board may conduct its business.
The Board establishes broad corporate policies for the Company and its controlled entities (referred to collectively as the "Group"), sets the strategic direction for the Group and oversees management with a focus on enhancing the interests of stockholders. The Board is also responsible for the corporate governance of the Company.
The By-laws provide that all Directors shall be elected annually at each annual meeting of stockholders. Each Director will hold office for a term of one year or until his/her successor is duly elected and qualified, subject to such Director's earlier death, resignation, disqualification or removal.
Each Director of the Company shall be elected by a majority of the votes cast; provided that, if the election is contested, a plurality of the votes cast shall be sufficient. In its considerations of whether to accept the resignation of a Director who does not receive a majority of the votes cast in accordance with Article I, Section 8 of the By-laws, the Board shall consider all such factors it deems relevant, which factors shall include, but not be Cheap Beats By Dre limited to: (i) the stated reason that stockholders voted against a Director and whether such reason was based on actions authorized or approved by the full Board; (ii) a Director's qualifications and contributions; (iii) the overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet any Securities and Exchange Commission or listing requirements; (iv) the availability of other qualified Director candidates; and (v) whether the acceptance of the resignation would trigger a default or breach under a material agreement to which the Company is a party.
The Board shall be comprised of a majority of the Directors who qualify as "independent directors" in accordance with the applicable provisions of the Securities Exchange Act of 1934, as cheap beats amended (the "Exchange Act"), the rules promulgated thereunder, and the listing standards of The NASDAQ Stock Market ("NASDAQ"), as they may be amended from time to time. The Board will consider all relevant facts and circumstances in making an independence determination. The Board shall review at least annually and at other times as appropriate and determine the independence of each Director.
The Management and Standards Committee (MSC) has been established by News Corporation to take responsibility for all matters in relation to phone hacking at the News of the World, payments to the police and all other related issues at News International.
The MSC is Cheap Dr Dre Beats autonomous from News International. It works to ensure full co-operation with all investigations into these issues, including Lord Justice Leveson's public inquiry, the police inquiries, civil proceedings, Parliamentary hearings and the review by the Press Complaints Commission.
The MSC is authorised to conduct internal investigations to fulfil its responsibilities in relation to News International's papers: The Sun, The Times and the Sunday Times. It has powers to direct News International staff to co-operate fully with all external and internal investigations, and to preserve, obtain and disclose appropriate documents.
An important part of the MSC role is to recommend and oversee the implementation of new policies and systems to ensure the editorial practices at News International's titles meet the highest standards. The MSC will ensure that News International's titles are underpinned by a robust governance, compliance and legal structure.