45 FAIRFAX MEDIA  LIMITED  2013  CORPORATE GOVERNANCE The Company’s compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and  Recommendations, 2nd edition (“ASX Recommendations”) is set out in the following table. COMPLIANCE PAGES Principle 1: lay solid foundations for management and oversight 1.1 Establish the functions reserved to the Board and those delegated to senior executives and disclose  those functions ü 46 1.2 Disclose the process for evaluating the performance of senior executives ü 31 – 42 1.3 Provide the information indicated in the Guide to reporting on Principle 1 ü 31 –42, 46 Principle 2: Structure the Board to add value 2.1 A majority of the Board should be independent Directors ü 47 2.2 The chair should be an independent Director ü 47 2.3 The roles of chair and Chief Executive Officer should not be exercised by the same individual ü 47 2.4 The Board should establish a nomination committee ü 47 2.5 Disclose the process for evaluating the performance of the Board, its committees and individual Directors ü 47 2.6 Provide the information indicated in Guide to reporting on Principle 2 ü 22 – 23,  26, 47, 48 Principle 3: Promote ethical and responsible decision making 3.1 Establish a code of conduct and disclose the code or a summary of the code as to: ü 48 • the practices necessary to maintain confidence in the Company’s integrity • the practices necessary to take into account legal obligations and the reasonable expectations  of shareholders, and • the responsibility and accountability of individuals for reporting and investigating reports of  unethical practices 3.2 Establish a policy concerning diversity and disclose the policy or a summary of that policy  ü 53 3.3 Disclose the measurable objectives for achieving gender diversity set by the Board in accordance with the  diversity policy and progress towards achieving them ü 53 3.4 Disclose the proportion of women employees in the whole organisation, women in senior executive  positions and women on the Board ü 53 3.5 Provide the information indicated in the Guide to reporting on Principle 3 ü 48, 53 Principle 4: Safeguard integrity in financial reporting 4.1 The Board should establish an audit committee ü 47 4.2 Structure the audit committee so that it: ü 47 • consists of only Non-Executive Directors • consists of a majority of independent Directors • is chaired by an independent chair, who is not chair of the Board, and • has at least three members. 4.3 The audit committee should have a formal charter ü 49 4.4 Provide the information indicated in Guide to reporting on Principle 4 ü 26, 49 Principle 5: Make timely and balanced disclosure 5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure  requirements and to ensure accountability at a senior executive level for that compliance and disclose those  policies or a summary of those policies ü 50 5.2 Provide the information indicated in Guide to reporting on Principle 5 ü 50 Principle 6: Respect the rights of shareholders 6.1 Design a communications policy for promoting effective communication with shareholders and  encouraging their participation at general meetings and disclose the policy or a summary of the policy ü 50 6.2 Provide the information indicated in Guide to reporting on Principle 6 ü 50