FAIRFAX MEDIA  LIMITED  2013  47 CORPORATE GOVERNANCE Membership of the Board and its committees at the date of this report is set out below. COMMITTEE MEMBERSHIP DIRECTOR MEMBERSHIP TYPE AUDIT AND RISK NOMINATIONS PEOPLE AND CULTURE SUSTAINABILITY  AND CORPORATE  RESPONSIBILITY R Corbett Independent Chair Member Chair  Member Member G Hywood CEO/Managing Director – – – – M Anderson Independent – – Member  Chair J Cowin Independent – – Member – S McPhee Independent – – Chair Member J Millar Independent Member Member – – S Morgan Independent – – – Member L Nicholls Independent Chair Member – – P Young Independent Member Member – – The qualifications and other details of each member of the Board are set out on pages 22 – 23 of this report. Except for the Chief Executive Officer, all Directors (including the Chair) are considered by the Board to be independent,  Non-Executive Directors. The Constitution authorises the Board to appoint Directors to vacancies and to elect the Chair. One third of Directors (excluding  the Chief Executive Officer and a Director appointed to fill a casual vacancy and rounded down to the nearest whole number)  must retire at every Annual General Meeting. Other than the Chief Executive Officer, no Director may remain in office for more  than three years or the third annual general meeting following appointment without resigning and being re-elected. Any  Director appointed by the Board must stand for election at the next general meeting of shareholders. Any Director may seek independent professional advice at the Company’s expense. Prior approval by the Chair is required, but  approval must not be unreasonably withheld. The Board has a Nominations Committee which reviews potential Board candidates as required. The Committee is comprised  of Non-Executive Independent Directors. The Committee may seek expert external advice on suitable candidates.  The Board has adopted a formal Nominations Committee Charter. Under the Charter, the purpose of the Committee is  to identify individuals qualified to become Board members and recommend them for nomination to the Board and its  Committees; to ensure Board members’ performance is reviewed regularly and to recommend changes from time to time to  ensure the Board has an appropriate mix of skills and experience. The Committee uses the following principles to recommend candidates and provide advice and other  recommendations to the Board: The Board conducts a review of its structure, composition and performance annually. The Board may seek external advice to  assist in the review process. During this financial year a review of Board performance was conducted by the Chairman with the  Non Executive Directors participating. • a majority of the Directors and the Chair should be independent, and • the Board should represent a broad range of expertise consistent with the Company’s strategic focus. • making recommendations to the Board on the size and composition of the Board • identifying and recommending individuals qualified to be Board members, taking into account such factors as it  deems appropriate • identifying Board members qualified to fill vacancies on the Committees • recommending the appropriate process for the evaluation of the performance of each director and the Board, and • other duties delegated to it from time to time relating to nomination of Board or Committee members or  corporate governance. Duties of the Nominations Committee include: