Fox Corporation (the “Company”)
Audit Committee Charter(updated June 2022)
I. Audit Committee Purpose and Authority
The Board of Directors of the Company (the “Board”) has established an Audit Committee(the “Audit Committee” or the “Committee”) with the authority, responsibility and specific duties as
described below.
The Audit Committee shall assist the Board in its oversight of (i) the integrity of theCompany’s financial statements and the Company’s financial reporting processes and systems ofinternal control, (ii) the qualifications, independence and performance of the Company’s independent
registered public accounting firm and the performance of the Company’s corporate auditors andcorporate audit function, (iii) the Company’s compliance with legal and regulatory requirements
involving financial, accounting and internal control matters, (iv) investigations into complaints
concerning financial matters, and (v) risks that have a significant impact on the Company’s financial
statements. The Audit Committee shall also provide an avenue of communication among
management, the independent registered public accounting firm, the corporate auditors and theBoard.
In fulfilling its responsibilities, the Audit Committee shall have full access to all books,
records, facilities and personnel of the Company and shall be authorized (without seeking approvalof the Board) to retain special legal, accounting or other advisors as it determines appropriate to assist
it in the performance of its functions and will receive appropriate funding, as determined by the Audit
Committee, from the Company for payment of compensation to any such advisors and for thepayment of ordinary administrative expenses that are necessary or appropriate in carrying out the
Audit Committee’s duties. In addition, the Audit Committee shall be authorized to request any officer
or employee of the Company or the Company’s outside counsel or independent registered public
accounting firm to meet with any members of, or advisors to, the Audit Committee. The Audit
Committee may delegate its authority to subcommittees or the Chair of the Audit Committee when
it deems appropriate and in the best interests of the Company.
Limitations Inherent in the Audit Committee’s Role
While the Audit Committee has the responsibilities and powers set forth in this Charter, it
is not the duty of the Audit Committee to determine that the Company’s financial statements arecomplete and accurate and are in accordance with generally accepted accounting principles. This
determination is the responsibility of management. Management has the primary responsibility forthe preparation of the Company’s financial statements and the reporting process, including the system
of internal control over financial reporting. The independent registered public accounting firm has
the responsibility for the audit of those financial statements and internal control over financial
reporting. Nor is it the duty of the Audit Committee to assure compliance with the Company’sStandards of Business Conduct. Furthermore, while the Audit Committee is responsible for reviewing
the Company’s policies and practices with respect to risk assessment and management, it is the
responsibility of the Chief Executive Officer and senior management to determine the appropriate
level of the Company’s exposure to risk.

1II. Audit Committee Composition and Meetings
The Audit Committee shall be comprised of three (3) or more directors as determined by
the Board upon the recommendation of the Nominating and Corporate Governance Committee, eachof whom shall be independent in accordance with the requirements of Rule 10A-3 of the Securities
Exchange Act of 1934, as amended, and The Nasdaq Stock Market (“Nasdaq”) listing standards, as
determined by the Board. Each member of the Audit Committee must be financially sophisticated,as determined by the Board. At least one (1) member of the Committee must be an “audit committee
financial expert,” as determined by the Board in accordance with Securities and Exchange
Commission (“SEC”) rules. In addition, no member of the Committee may have participated in the
preparation of the financial statements of the Company or any current subsidiary of the Company at
any time during the past three (3) years.
The members of the Committee and the Chair of the Committee shall be appointed by the
Board and may be removed by the Board. No Committee member should simultaneously serve on
the Audit Committee of more than two (2) other public companies without the prior approval of theBoard.
The Committee shall meet at least four (4) times annually, or more frequently as
circumstances dictate. The Chair of the Audit Committee, in consultation with the other Committee
members, shall determine the frequency and length of the Committee meetings and shall set meeting
agendas consistent with this Charter. A majority of the members of the Committee shall constitute a
quorum. As part of its job to foster open communication, the Committee should meet periodicallywith management, the head of the corporate audit department and/or the chief ethics and complianceofficer, and the independent registered public accounting firm in separate executive sessions to
discuss any matters that the Committee or any of these groups believe should be discussed privately.
The Committee shall also meet periodically in executive session where no members of management
or the auditors shall be present. In addition, the Committee, or at least its Chair, should holddiscussions with the independent registered public accounting firm and management as needed
regarding the Company’s financial statements and internal control over financial reporting.
Minutes of each meeting are to be prepared, and, following approval by the Audit
Committee, sent to the members of the Audit Committee.
III. Responsibilities and Duties
In addition to any other responsibilities which may be assigned from time to time by the
Board, the Audit Committee is responsible for the following matters:
Independent Registered Public Accounting Firm
1.

Evaluate the independent registered public accounting firm’s qualifications, performanceand independence, and present its conclusions and recommendations with respect to theappointment of the independent registered public accounting firm to the Board on at least anannual basis. The independent registered public accounting firm is ultimately accountable
to the Board and the Audit Committee. As part of such evaluation, at least annually, the2

Audit Committee shall:•Obtain and review a report or reports from the Company’s independent
registered public accounting firm describing:i.

The independent registered public accounting firm’s internal
quality-control procedures;

ii. Any material issues raised by (a) the most recent internal
quality- control review or peer review of the independent
registered public accounting firm, or (b) any inquiry or
investigation by governmental or professional authorities,
within the preceding five (5) years, regarding one (1) or more
independent audits carried out by the independent registeredpublic accounting firm, and any steps taken to deal with any
such issues; andiii. All relationships between the independent registered public
accounting firm and the Company as outlined by the PublicCompany Accounting Oversight Board (“PCAOB”)
requirements.
•

Consider whether the Company’s independent registered public accounting
firm’s provision of non-audit services is compatible with maintaining thefirm’s independence;•

Review and evaluate the lead partner (and senior members) of the
independent registered public accounting firm;•

Review and approve the selection of the lead partner;•

In addition to assuring the regular rotation of the lead audit partner as
required by law, consider whether the independent registered public
accounting firm should be rotated, so as to assure continuing auditor
independence; and•Obtain the opinions of management and the corporate auditors of the
independent registered public accounting firm’s performance.

2.

Be directly responsible for the appointment, compensation, retention and oversight of the
independent registered public accounting firm. In this regard, the Audit Committee will
appoint and retain, subject to ratification by the Company’s stockholders, compensate andevaluate the independent registered public accounting firm which will report directly to the
Audit Committee.

3.

Pre-approve all audit engagement fees and terms as well as all audit-related and non-audit
services to be provided by the Company’s independent registered public accounting firm,3and establish policies and procedures for the pre-approval of audit and permissible non-audit
services to be provided by the Company’s independent registered public accounting firm.
The Audit Committee may, from time to time, delegate its authority to pre-approve suchaudit-related and non-audit services to one (1) or more Audit Committee members or the
Chair of the Committee, provided that such designee(s) present any such approvals to thefull Audit Committee at the next Audit Committee meeting.
4.

If applicable, seek removal of the independent registered public accounting firm of theCompany; and appoint a replacement independent registered public accounting firm to fillvacancies, pending ratification at the Company’s next annual meeting of stockholders.

5.

Meet with, discuss and review, prior to the annual audit, the scope of the audit to be
performed by the independent registered public accounting firm.

6.

Set clear hiring policies for employees or former employees of the independent registeredpublic accounting firm.

Corporate Audit
1.

Review and monitor, at least annually, the plans and activities of the corporate audit
department, including:•

The Charter of the corporate audit function;•

The annual corporate audit plans and results of activities;•

The organizational structure, corporate audit budget, staffing levels andrelated qualifications of the corporate audit department; and,•The effectiveness of how the corporate audit department discharges its
responsibilities.

2.

Review a summary of findings from completed corporate audits and a progress report on thecurrent year’s corporate audit plan. When and as deemed necessary, review the individual
corporate audit reports to management prepared by the corporate audit department andmanagement’s response.

3.

Review the appointment and dismissal, when appropriate, of the head of the corporate audit
department.

Financial Statements; Disclosure and Other Risk Management and Compliance Matters
1.

Review and discuss with the independent registered public accounting firm and withmanagement the results of the annual audit of the Company’s consolidated financial
statements including (i) the Company’s disclosures under “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” to be included in its Annual
Report on Form 10-K to be filed with the SEC; (ii) any appropriate matters regarding4

accounting principles, practices and judgments and the independent registered public
accounting firm’s opinion as to the quality thereof and any items required to becommunicated to the Committee by the independent registered public accounting firm inaccordance with professional auditing standards prior to the filing of the Annual Report on
Form 10-K with the SEC or prior to the issuance of the Company’s earnings release; and(iii) any critical audit matters arising from the current period audit. The Chair of theCommittee may represent the entire Committee for purposes of these discussions.
2.

Review and discuss with the independent registered public accounting firm any audit
problems or difficulties encountered during the course of the audit, and management’s
response thereto, including those matters required to be discussed with the Audit Committeeby the independent registered public accounting firm pursuant to Auditing Standards No.
1301, “Communications with Audit Committees”, as adopted by the PCAOB, otherprofessional auditing standards and SEC rules:•

Any restrictions on the scope of the independent registered public
accounting firm’s activities or access to requested information;•

Any accounting adjustments that were noted or proposed by the independent
registered public accounting firm but were “passed” (as immaterial orotherwise);•

Any communications between the independent registered public accounting
firm’s audit team and their national office regarding auditing or accounting
issues presented by the engagement;•

Any management or internal control letter issued, or proposed to be issued,by the independent registered public accounting firm; and•Any significant disagreements between the Company’s management andthe independent registered public accounting firm.

3.

Recommend to the Board whether the Company’s consolidated financial statements be
accepted for inclusion in the Company’s Annual Report on Form 10-K to be filed with the
SEC.

4.

Review and discuss with management and the independent registered public accounting firm
the Company’s interim financial results to be included in the Company’s Quarterly Reports
on Form 10-Q to be filed with the SEC and any items required to be communicated to theCommittee by the independent registered public accounting firm in accordance with existing
auditing standards. The Chair of the Committee may represent the entire Committee for the
purposes of these discussions.

5.

Review and discuss with management the Company’s earnings releases as well as financial
information and earnings guidance provided to analysts and rating agencies (paying
particular attention to the use of “pro forma” or “adjusted” non-GAAP information).

56.

In consultation with management, the independent registered public accounting firm and thecorporate auditors, review the integrity of the Company’s financial reporting processes,
internal controls and disclosure controls and procedures, including whether there are any
significant deficiencies in the design or operation of such processes, controls and procedures,material weaknesses in such processes, controls and procedures, any corrective actions takenwith regard to such deficiencies and any fraud involving management or other employeeswith a significant role in such processes, controls and procedures.

7.

Review with management, the independent registered public accounting firm and thecorporate auditors, in separate meetings, if the Audit Committee deems it appropriate:•

Any analysis or other written communications prepared by management,
the independent registered public accounting firm and/or the corporate
auditors setting forth significant financial reporting issues and judgments
made in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on thefinancial statements;•

The critical accounting policies of the Company;•

Related-party transactions and off-balance sheet transactions and structures;•

Any major issues regarding accounting principles and financial statement
presentations, including any significant changes in the Company’s selection
or application of accounting principles;•

The quality and the acceptability of the Company’s accounting policies asapplied in its financial reporting; and•Regulatory and accounting initiatives or material litigation, contingencies
and claims applicable to the Company (including any SEC investigations
or proceedings).

8.

Review with the Company’s counsel and management, including the Chief Ethics andCompliance Officer and/or the head of the corporate audit department, as applicable, thecontent and operation of the ethics and compliance program, as well as any legal or
regulatory matter that could have a significant impact on the Company’s financial
statements.

9.

Review and discuss the Company’s policies and practices with respect to risk assessment
and risk management, including cyber security, and discuss with management theCompany’s major financial and other risk exposures and the steps that have been taken tomonitor and control such exposures, and provide guidance to the Board on such matters.

10.

Establish procedures for:•The receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls, auditing or federal securities law

6matters, and•The confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting, internal accounting controls, auditing or federal
securities law matters.

The Audit Committee shall review any significant complaints regarding accounting, internal
accounting controls, auditing or federal securities law matters received pursuant to suchprocedures.
11.

Consider and approve, if appropriate, major changes to the Company’s auditing andaccounting principles and practices as suggested by the independent registered public
accounting firm, management, or the corporate audit department.

12.

Establish and oversee procedures utilized to evaluate alleged violations of the Standards ofBusiness Conduct.

13.

Review with the independent registered public accounting firm, the corporate audit
department and management the extent to which changes or improvements in financial or
accounting practices, as approved by the Audit Committee, have been implemented.

14.

Establish and periodically review policies and procedures for the review, approval andratification of related person transactions, as defined in applicable SEC rules, review related
person transactions and related disclosures, and oversee other related party transactions
governed by applicable accounting standards.

Reporting to the Board; Evaluation of Performance; Other Activities
1.

Report to the Board on a regular basis, and this report shall include a review of any issues
that arise with respect to the quality or integrity of the Company’s financial statements, theCompany’s legal and regulatory requirements, the qualifications, independence andperformance of the Company’s independent registered public accounting firm and theperformance of the corporate audit function.

2.

(i) Evaluate, at least annually, its own performance and report to the Board on such
evaluation and (ii) review and assess the adequacy of this Charter at least annually or as
conditions dictate.

3.

Prepare a report of the Audit Committee to be included in the Company’s proxy or
information statement and other filings as required by the applicable regulatory rules.

4.

Have the power to conduct and authorize investigations into any matters within theCommittee’s scope of responsibilities.

5.

Determine at least annually the total number of shares of Class B Common Stock held by
non-U.S. stockholders based on the Committee’s assessment of the information reasonably
available to the Committee and have the authority to modify or eliminate a then-existing7

percentage of suspended voting rights of Class B Common Stock held by non-U.S.
stockholders based on its determination.
6.

Perform any other activities consistent with the Company’s governing documents andgoverning law as the Board deems necessary or appropriate.

8