Fox Corporation (the “Company”)
Nominating and Corporate Governance Committee Charter(updated June 2024)
I.

Purpose and Authority

The Board of Directors of the Company (the “Board”) has established a Nominating and Corporate
Governance Committee (the “Committee”) with the authority and responsibilities described below.
The Committee shall have the sole authority to retain and terminate any search firm assisting theCommittee in identifying director candidates and to retain counsel and any other advisors as theCommittee may deem appropriate in its sole discretion. The Committee shall have sole authority toapprove related fees and terms of any advisors that it retains. The Committee may delegate its authority
to one or more subcommittees or the Chair of the Committee when it deems appropriate and in the bestinterests of the Company.
II.

Composition and Meetings

The Committee shall consist entirely of directors who the Board determines are “independent” inaccordance with The Nasdaq Stock Market (“Nasdaq”) rules. The members of the Committee and theChair of the Committee shall be appointed and may be removed by the Board.
The Committee shall meet as often as it deems is appropriate to carry out its responsibilities. A
majority of the members of the Committee shall constitute a quorum. The Chair of the Committee, inconsultation with the other Committee members, shall set meeting agendas. The Committee shall report
its actions and recommendations to the Board.
III.

Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board ofDirectors, the Committee shall have the following responsibilities:•To manage a succession planning process for the Board and key leadership roles on the Board andthe Board committees;•To develop and recommend to the Board criteria for identifying and evaluating director candidates
and periodically review these criteria;•To review the qualifications of candidates for director suggested by Board members, stockholders,management and others in accordance with criteria recommended by the Committee and approvedby the Board and the criteria set forth in the Company’s Statement of Corporate Governance;1•To maintain procedures for the consideration of Board candidates recommended for the Committee’s
consideration by the Company’s stockholders;•To consider the performance and independence of incumbent directors in determining whether tonominate them for reelection;•To recommend to the Board a slate of nominees for election or reelection to the Board at each annual
meeting of stockholders;•To recommend to the Board candidates to be elected to the Board as necessary to fill vacancies andnewly created directorships;•To make recommendations to the Board as to determinations of director independence;•To recommend to the Board retirement and term policies, if any, for directors;•To regularly review the composition of the Board and its committees and make recommendations tothe Board concerning the function, composition and structure of the Board and its committees;•To periodically review the Board’s leadership structure and, as appropriate, recommend changes tothe Board;•To establish, together with all independent directors, the frequency of executive sessions in which
only independent directors will participate and over which the Lead Independent Director shallpreside; provided, however, that if no Lead Independent Director has been appointed, the Chair ofthe Committee shall preside over such meetings;•To recommend to the Board directors to serve as members and chairpersons of each committee;•To develop and recommend to the Board a Statement of Corporate Governance containing a set ofcorporate governance principles, to review the Statement of Corporate Governance no less thanannually and to recommend changes to the Statement of Corporate Governance, as necessary;•To advise and make recommendations to the Board on corporate governance matters, to the extent
these matters are not the responsibility of other committees of the Board;•To develop and conduct, in coordination with the Lead Independent Director, an annual selfevaluation process for the Board;•To review communications from the Company’s stockholders;•To oversee the Company’s stockholder engagement, and make recommendations to the Board
regarding its involvement in stockholder engagement and the Company’s response to stockholder
proposals, other than proposals involving compensation matters;2•To evaluate the Committee’s performance at least annually and report to the Board on such
evaluation;•To oversee, review and monitor the Company’s efforts on sustainability and corporate social
responsibility and related risks, including reporting with respect thereto, and provide guidance to theBoard on such matters;•To oversee the Company’s business practice and corporate value of zero tolerance for sexual
harassment, race discrimination, and all other forms of discrimination;•To review and oversee compliance with the Company’s Political Activities Policy, including theannual Political Activities Report;•

To periodically review and assess the adequacy of this charter and recommend any proposed changes
to the Board for approval; and•To perform such other duties and responsibilities as are consistent with the purpose of the Committeeand as the Board or the Committee shall deem appropriate.

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