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NDS Corporate Governance
NDS Group plc acts to ensure transparency in its financial transactions and Board of Directors activities. This section describes the ways in which rights and responsibilities are shared among the various corporate participants, including NDS management and the shareholders. This section includes information about:

Board of Directors—Details of the composition of NDS's Board of Directors including date of appointment, term and independence.

Audit Committee Charter—The Audit Committee directly oversees NDS's independent auditors and assists Board oversight of the integrity of NDS's financial statements. The Audit Committee Charter states the purpose, funciton, powers and responsibilities of the Audit Committee.

NDS Board/Executive Officers Biographies—The directors and executive officers of NDS Group plc.

Independent Auditors—Details of NDS's independent auditors.

Procedure for Receipt and Investigation of Complaints—The process for accepting and handling of all complaints concerning accounting, internal accounting controls and auditing matters.

Shareholder Communications Policy—Details for contacting members of the NDS Board of Directors and Audit Committee.

Code of Business Conduct & Ethics—Ethical and other standards for every NDS Director, officer and employee.

Under the applicable NASDAQ listing standards, NDS is deemed to be a "controlled company" because News Corporation holds more than 50% of the voting power of the Company. Accordingly, the Company is not subject to certain NASDAQ requirements, including the requirement that the Board consist of a majority of independent Directors or the requirement that it maintain independent compensation (or remuneration) and nominating committees.