Building leading companies - that improve people's lives Governance report 2020 - Naspers
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Building leading
companies
that improve people’s lives
Governance report 2020
Cape Town, South Africa01 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Our board A Audit committee
R Risk committee
S Naspers social, ethics and sustainability
committee
P Project committee (previously referred
to as the executive committee)
N Nomination committee
H Human resources and remuneration committee
Executive
Non-executive
Independent non-executive
* Chair
P R H*
R H N
S
Bob van Dijk Emilie Choi Craig Enenstein
47, Dutch 41, American 51, American
Chief executive officer and executive director Independent non-executive director Independent non-executive director
Bob van Dijk is our chief executive officer and an Craig Enenstein is an independent
Emilie Choi is an independent non-executive
executive director. He was appointed as chief non-executive director. He is also the chief
director. She serves as chief operating officer at
executive officer of Naspers in April 2014. He joined executive officer of Corridor Capital, LLC, an
P* N Coinbase, Inc. (Coinbase), the world’s largest A
the group as Allegro Group chief financial officer in operationally intensive private equity firm
regulated cryptocurrency exchange. She oversees
August 2013 and was promoted to chief executive focused on the lower middle market. Corridor
H operations in seven countries, across three
officer Global Transactions Ecommerce in October Capital, LLC is based in Los Angeles and was
continents. Since joining Coinbase in early 2018, she
2013. He has over 15 years of general management founded by him in 2005. He holds an MBA in
N has overseen more than 10 acquisitions and 50
experience in online growth businesses globally, finance from the Wharton School of Business
venture investments. Prior to Coinbase, she spent
spanning the online marketplaces, online classifieds of the University of Pennsylvania, an MA in
more than eight years at LinkedIn Corporation
and fashion segments. Prior to his general international studies from the Lauder Institute:
as the vice president of corporate development,
management career, he was a founder of an University of Pennsylvania and a BA from the
and led all M&A deals in the company’s history,
online financial derivatives marketplace. In June University of California, Berkeley.
including its biggest deal to date, Lynda, as well as
Koos Bekker 2020, Bob was appointed to the board of Booking Hendrik du Toit leading a number of joint ventures in China. She has
Holdings Inc. at the company’s annual general Manisha Girotra
also worked in corporate development and strategy
67, South African and Dutch meeting. He started his career at McKinsey & 58, South African and British roles at Warner Bros. Entertainment Inc. and Yahoo, 50, Indian
Non-executive chair Company, focusing on mergers and acquisitions, and Lead Independent non-executive director Inc. She is also on the board of directors of Independent non-executive director
media. He holds an MBAHons from INSEAD and an Hendrik du Toit is an independent non-executive ZipRecruiter, Inc., a marketplace for jobseekers and
Koos Bekker is the non-executive chair of the Manisha Girotra is an independent non-executive
MSc (cum laude) in econometrics from Erasmus director. He was appointed lead independent employers. She holds an MBA from the Wharton
board. He led the founding team of the M-Net/ director. She is the chief executive officer of Moelis
University Rotterdam. director of Naspers on 1 April 2020. Hendrik is School of the University of Pennsylvania as well as a
MultiChoice pay-television business in 1985. India. She has more than 25 years of investment
He was also a founder of MTN Group Limited, chief executive officer of Ninety One (previously BA in economics from the Johns Hopkins University. banking experience, with crossborder mergers
a South Africa-based multinational mobile Investec Asset Management). Hendrik entered and acquisitions expertise across a broad range
telecommunications company. He headed the the asset management industry in 1988. He of industries. Prior to joining Moelis & Company,
group in its international and internet expansion P joined Investec in 1991 as founding member of A* A
she was the chief executive officer and country
until 1997, when he became chief executive officer Investec Asset Management and remained chief head of UBS AG in India, managing its investment
of Naspers. He retired as the chief executive R executive officer until he assumed the role of R* R
bank, commercial bank, markets, equity research
officer of Naspers on 31 March 2014. On 17 April joint chief executive officer of the Investec Group and wealth management divisions. Previously, she
2015, he succeeded Ton Vosloo as chair of the
S on 1 October 2018 up to the demerger and S* N*
was head of North India of Barclays Bank PLC.
Naspers board. He holds a BAHons and honorary listing of Ninety One on 16 March 2020. In 2019, She began her investment banking career at ANZ
Hendrik joined the Advisory Boards of the UN
S
doctorate in commerce from Stellenbosch Grindlays in London. She serves on the boards of
University, an LLB from the University of the Business and Human Security Initiative and the directors of Ashok Leyland Limited and Jio P
Witwatersrand and an MBA from Columbia Impact Investing Institute. Previously, Hendrik Payments Bank Limited. She holds a BAHons in
University. served as a non-executive director of the economics from St. Stephen’s College, India and a
Basil Sgourdos Industrial Development Corporation of South Don Eriksson Rachel Jafta
masters in economics from the Delhi School of
50, South African and Greek Africa. He has also served on the Advisory 75, South African Economics, India. 59, South African
Financial director and executive director Board of the Sustainable Development Solutions Independent non-executive director Independent non-executive director
Network, the Expert Board of HM Treasury’s Belt
Basil Sgourdos is our financial director and an and Road Initiative, and as Commissioner of the Don Eriksson is an independent non-executive Rachel Jafta is an independent non-executive
executive director. He was appointed as the financial Business and Sustainable Development director. He is the chair of Oakleaf Insurance director. She is a professor in economics at
director of Naspers in July 2014. He worked for Commission, which authored the report Better Company Limited and Renasa Insurance Stellenbosch University. She joined Naspers as
PricewaterhouseCoopers Inc. from 1989 to 1994. Business Better World in 2017. Hendrik holds an Company Limited. On 11 June 2020, he retired a director in 2003 and was appointed a
Thereafter he joined Naspers, initially as the finance MPhil in economics and politics of development from the board of MultiChoice Group and other director of Media24 in 2007. She is a member
manager of the South African operations division in from Cambridge University, as well as an MCom MultiChoice companies. He served on the council of the South African Economic Society, chair of
MultiChoice and then as chief financial officer of in economics from Stellenbosch University. of the Institute of Directors of South Africa (IoDSA) the Cape Town Carnival Trust, a member of the
Naspers’s investment in United Broadcasting for a number of years, of which he is an Management Committee of the Bureau for
Corporation plc, listed on the Stock Exchange of honorary life member, and as a trustee to Economic Research at Stellenbosch University
Thailand, where he remained for 10 years. He then the Discovery Health Medical Scheme. He and a member of the International Advisory
spent two years in Amsterdam as the general was a partner at Coopers & Lybrand (now Board of Fondação Dom Cabral Business
manager of the video-entertainment business PricewaterhouseCoopers Inc.) and an executive School, Brazil. She was appointed as chair of
development globally before being appointed as director of the Commercial Union group of the Media24 board of directors in April 2013.
financial director of MIH Holdings Proprietary Limited companies (CGU Insurance Company (SA) She is the chair of the Media24 nomination
(MIH Holdings) in January 2009. He held this position Limited, Commercial Union Life Insurance committee. She is also a director of Naspers
until he became the financial director of Naspers. He Company Limited and Sentrasure Limited). He is a Beleggings (RF) Limited. She holds an MEcon
is a qualified South African chartered accountant and qualified South African chartered accountant and and a PhD from the University of Stellenbosch.
holds a BCom from the University of the Witwatersrand holds a certificate in the Theory of Accountancy
and BAccHons from the University of South Africa. from the University of the Witwatersrand.02 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Our board continued A Audit committee
R Risk committee
P Project committee (previously referred
to as the executive committee)
Executive
Non-executive
S Naspers social, ethics and sustainability N Nomination committee Independent non-executive
committee H Human resources and remuneration committee * Chair
S S P
Nolo Letele Debra Meyer Mark Sorour
70, South African 53, South African 58, South African
Non-executive director Independent non-executive director Non-executive director
Nolo Letele is a non-executive director. He joined Debra Meyer is an independent non-executive Mark Sorour is a non-executive director. He joined
M-Net in 1990 and pioneered MultiChoice’s director. She is a professor of biochemistry and the Naspers group in 1994, leading business
expansion outside South Africa. In 1995, he moved executive dean of the Faculty of Science at the development and corporate finance, globally.
to the Republic of Ghana, where he served as University of Johannesburg. She has completed Following assignments in Hong Kong and
MultiChoice’s West African regional general modules in media strategy and academic Amsterdam, he returned to Cape Town in 2002 as
manager. In 1999, he was appointed chief leadership at Harvard University and the Gordon the Naspers group’s chief investment officer, being
executive officer of MultiChoice South Africa Institute of Business Science, University of Pretoria responsible for all global investment activities. On
Holdings Proprietary Limited (MultiChoice SA), H P S
and makes regular contributions to several 31 March 2018, he retired after more than 20 years
and later served as the MultiChoice group chief newspapers and magazines. She serves as a H with the Naspers group. He remained on the
executive officer until 2010, when he was N
trustee or board member for several Naspers board as a non-executive director. He is
appointed executive chair of MultiChoice SA; organisations. She is also a director of Naspers N a qualified South African chartered accountant
currently non-executive chair. He has won several Beleggings (RF) Limited. She holds a BSc in and holds a BCom and DipAcc from the University
awards including Media Man of the Year in 2001 biological sciences, a BScHons and an MSc in of KwaZulu-Natal.
(Saturday Star—Business Report); Media Owner of biochemistry from the University of Johannesburg
the Year in 2003 (Financial Mail Adfocus); and the (then, the Rand Afrikaans University) and a PhD in
Lifetime Africa Achievement Prize for media biochemistry and molecular biology from the
development in Africa (Millennium Excellence University of California, Davis (which she attended
Foundation). He holds a BScHons in electronic Roberto Oliveira de Lima as a Fulbright Scholar). Fred Phaswana Cobus Stofberg
engineering from the University of Southampton. 69, Brazilian 75, South African 69, South African and Dutch
Independent non-executive director Independent non-executive director Non-executive director
Roberto Oliveira de Lima is an independent Fred Phaswana was an independent Cobus Stofberg is a non-executive director. He
non-executive director. He developed his career non-executive director and the lead was a member of the founding team of the M-Net/
at companies like Accor S.A., Rhone Poulenc S.A. P independent director of the board. He joined S MultiChoice pay-television business in 1985. He
(now part of Sanofi S.A.) and Compagnie de the Naspers board as a director in 2003. served as chief executive officer of the group from
Saint-Gobain S.A. in the information technology R He is the joint chair of Mondi Group Limited 1997 to 2011, and has been instrumental in the
and finance areas. He was chair and chief and Mondi Group plc and former chair of the expansion of the Naspers group. Prior to joining
executive officer of Credicard Group, chief Standard Bank Group Limited and of The M-Net, he was a partner of Coopers & Lybrand
executive officer of Vivo S.A., the largest mobile Standard Bank of South Africa Limited. He holds (now PricewaterhouseCoopers Inc.). He is a
telecommunications company in Brazil, chair of an MA from the University of South Africa and qualified South African chartered accountant and
Publicis Brazil and president of Natura S.A. BComHons from the University of Johannesburg holds a BComLaw and LLB from Stellenbosch
(Natura). He was previously a board member of (at that time, the Rand Afrikaans University) and University and a BComptHons from the University
Edenred S.A. in France, Pão de Açúcar S.A. BA (philosophy, politics and economics) from the of South Africa.
Ying Xu (Casino) and Natura in Brazil. He is a member of Steve Pacak University of South Africa. He retired from the Ben van der Ross
the board of directors of RNI Negócios Naspers and Prosus boards and committees
56, Chinese Imobiliários S.A. In April 2019, he left the board of 65, South African with effect from 1 April 2020. 73, South African
Independent non-executive director directors of Telefônica Brasil S.A. after 14 years Non-executive director Independent non-executive director
Ying Xu is an independent non-executive director. with that company, having served six of those Steve Pacak is a non-executive director. He began Ben van der Ross is an independent non-executive
She is the president of Wumei Technology Group years as president and chief executive officer his career with Naspers at M-Net in 1988 and has director. He was chair of Strategic Real Estate
(Wumei, or Wumart), a technology-driven retailer and eight years as a board member as well as held various executive positions in the Naspers Management Proprietary Limited, the managers
in China. Deeply engaged in the retail business quality and services committee member. He group. He is a director of MultiChoice Group of the Emira Property Fund. He served on the
for 15 years, Ms Y Xu has strong insight and holds a BA and MA in business management Limited as well as companies in the Naspers boards of directors of, among others, Distell
knowledge of consumers in China, especially in from Fundação Getúlio Vargas in Brazil and an group. He was appointed as an executive director Limited, FirstRand Limited, Lewis Group Limited,
retail, online and offline. Prior to joining Wumei MA from Institut Superieur des Affaires at Jouy en of Naspers in 1998 and a non-executive director Pick n Pay Holdings Limited and MMI Holdings
Technology Group, Ms Xu was vice president of Josas—France. on the Naspers board on 15 January 2015. He Limited. He is also a director of Naspers
LG (a joint venture) at Tianjin International Trust & retired as Naspers’s financial director on 30 June Beleggings. He is an attorney of the High Court of
Investment. Ms Xu holds a BA degree in English 2014 and remained on the Naspers board as a South Africa and holds a DipLaw from the
from Tianjin University, China, and an MBA from non-executive director. He is a qualified South University of Cape Town.
Meinders School of Business, Oklahoma City African chartered accountant and holds a BAcc
University, United States. from the University of the Witwatersrand.03 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business
Focus areas this year BOARD COMPOSITION NATIONALITIES LENGTH AND TENURE AS A NASPERS GENDER DIVERSITY RACIAL DIVERSITY
Strategy (NUMBER OF DIRECTORS)(i),(ii) (NUMBER OF DIRECTORS)(i),(ii) DIRECTOR (NUMBER OF DIRECTORS)(ii) (NUMBER OF DIRECTORS)(ii) (NUMBER OF DIRECTORS)(ii)
Review the group’s strategy, three-year
plan and budget. 4 4
2020 2020
12 12
Read more on page 25 of the
integrated annual report 3 5
2019 2019
13 11
Continue to address the discount and
3 Black people(iii) Other
unlock value through the listing of 2018
Prosus N.V. on Euronext Amsterdam, 14 (iii)
As defined in the BBBEE Act.
with a secondary inward listing on
Female Male
the JSE and the share repurchase Chair 1 South Africa 11 0–2 years 1
programme. Executive 2 USA 2 2–4 years 2
Independent non-executive 9 Brazil 1 4–6 years 5
Focus on future investment and value
creation in the portfolio. Non-executive 4 The Netherlands 1 6–9+ years 8
Read more on page 18 of the India 1
(i)
The director is an independent
integrated annual report non-executive director for the purposes (ii)
Excludes Fred Phaswana who retired on
of King IV. We will apply the test for a
non-executive director’s independence 31 March 2020.
Financial set out in King IV.
Review the group’s performance
and results.
Read more on page 50 of the Date first appointed Date last appointed Number of board
integrated annual report Directors to the board to the board meetings attended Category
J P Bekker 17 April 2015 23 August 2019 13 Non-executive chair
Governance and sustainability
Continued application of King IV B van Dijk 1 April 2014 29 August 2014 13 Chief executive officer and executive director
practices.
V Sgourdos 1 July 2014 29 August 2014 13 Financial director and executive director
Started the journey to determine which
of the United Nations’ Sustainable E M Choi 21 April 2017 25 August 2017 12 Independent non-executive director
Development Goals (SDGs) are best
aligned to our impact areas. H J du Toit (1)
1 April 2016 24 August 2018 11 Independent non-executive director and lead independent director
Embed data privacy and cybersecurity C L Enenstein 16 October 2013 24 August 2018 12 Independent non-executive director
throughout the group.
D G Eriksson 16 October 2013 24 August 2018 12 Independent non-executive director
Read more on pages 60 to 62 of the
integrated annual report M Girotra(2) 1 October 2019 1 October 2019 6 Independent non-executive director
People and learning R C C Jafta 23 October 2003 25 August 2017 13 Independent non-executive director
Recognise the importance of
machine learning and embed F L N Letele 22 November 2013 26 August 2016 10 Non-executive director
learning throughout the group,
D Meyer 25 November 2009 23 August 2019 13 Independent non-executive director
including board level.
Read more on page 65 of the R Oliveira de Lima 16 October 2013 24 August 2018 13 Independent non-executive director
integrated annual report
S J Z Pacak 15 January 2015 23 August 2019 10 Non-executive director
Covid-19
Review the work undertaken to protect T M F Phaswana (3)
23 October 2003 25 August 2017 13 Independent non-executive director
employees and other stakeholders
M R Sorour 15 January 2015 24 August 2018 13 Non-executive director
and manage the potential impacts for
the business. J D T Stofberg 16 October 2013 23 August 2019 12 Non-executive director (1)
Appointed as lead independent
Read more on pages 7 and 8 of the director on 1 April 2020.
(2)
Appointed on 1 October 2019.
integrated annual report B J van der Ross 12 February 1999 23 August 2019 12 Independent non-executive director (3)
Retired as a director on 31 March 2020.04 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business continued
Ultimately we report to stakeholders in the
integrated annual report and other releases
Naspers group governance framework
Board
Supported
by company
secretary/
governance
framework
Board
Board committees
Supported
by company
secretary/
governance
framework
Audit Risk Human resources and Nomination Naspers social, ethics
Finance policies and group levels Management of information
remuneration Board diversity
and sustainability
of authority, combined assurance, Management of technology Board and board committee Organisational ethics
Remuneration Corporate citizenship
internal and external audit Management of risk
Ethical business culture and sustainability
Compliance management
Stakeholder relationships
Management
and group Group support functions
support
functions – Human resources – Public relations
Management Group and and remuneration – Corporate communications
Governance
of operating segment – Legal and compliance – Investor relations
committee
business management – Data privacy – Internal audit and risk
– Intellectual property support
– Tax – Finance
– Machine learning
Underlying Values Code of business ethics Strategy Various charters Good
framework and conduct and policies governance guidelines
foundation05 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business continued
The board of directors conducts the other things, formulating its strategies Group governance framework Our approach to applying King IV Our focus areas this year
“I am pleased to group’s business with integrity by
applying appropriate corporate
and policies and setting and
achieving its objectives. The
The board is the focal point for, and
custodian of, the group’s corporate
and statement by the board
Naspers is required, in terms of the
In the 2020 financial year, we
continued to implement recommended
present this year’s governance policies and practices. Our non-executive directors supervise and governance systems. The board JSE Listings Requirements, to report its or alternative practices to demonstrate
aim is to keep abreast of regulatory advise the executive directors. Each conducts the group’s business with application of the principles of King IV. application of King IV’s principles for
governance report. developments, further enhance our director has a duty to the company to integrity and applies appropriate In line with the overriding principle in the group. In addition, subsequent to
We are committed governance standards, monitor and properly perform the duties assigned corporate governance policies and King IV of ‘apply and explain’, the
board, to the best of its knowledge,
the listing of Prosus, Prosus’s policies
were updated to be aligned with the
ensure compliance with relevant laws to each director and to act in its practices in the group.
to ensuring high and regulations, and cultivate a corporate interest. believes the group has satisfactorily Dutch Corporate Governance Code
The board, its committees, and the applied the principles of King IV. For and are, therefore, also closely
standards of thriving organisational ethical culture in
the different geographies in which we The audit and risk committees of the boards and committees of subsidiaries a more detailed review of Naspers’s aligned to King IV.
corporate operate. We also aim to maintain a high board monitor compliance with the
JSE and applicable LSE listings
are responsible for ensuring the
appropriate principles and practices
application of King IV, refer to the
Focus areas for the year included
standard of reporting and disclosure, King IV application report 2020.
governance are keeping in mind the best interests of requirements and the Irish Stock of King IV are applied and embedded additional reporting to our board
Exchange requirements applicable in in the governance practices of group All board and board committee committees and board on how we
maintained around our stakeholders and disclosing what
is relevant and important to the relation to the Prosus bonds listed on companies. charters and policies are aligned with implement good corporate
the group.” sustainability of the group. that exchange.
A disciplined reporting structure
the South African Companies Act,
2008 (Companies Act) requirements
governance in the group in light of
King IV and the Dutch Corporate
Introduction The board’s projects, audit, risk, ensures the board is fully apprised of and the principles in King IV and the Governance Code and improved
Koos Bekker
Chair: Naspers Naspers has a primary listing on the human resources and remuneration, subsidiary activities, risks and requirements of the JSE Listings corporate governance disclosures in
JSE Limited (JSE) and a secondary nomination, and Naspers’s social, opportunities. All controlled entities in Requirements. King IV advocates a the integrated annual report.
listing on the A2X exchange in South ethics and sustainability committees the group are required to subscribe to qualitative approach to implementing Governance of information and
Africa. It is therefore subject to the fulfil key roles in ensuring good the principles of King IV. Business and recommended practices to realise the technology, particularly data privacy
JSE Listings Requirements, guidelines corporate governance. Prosus reports governance structures have clear intended governance outcomes. and cybersecurity, remained focus
in the King IV Report on Corporate to the Naspers social, ethics and approval frameworks. areas. We increased our focus on
GovernanceTM(1) for South Africa, 2016 sustainability committee on social, In line with the King IV sustainability this year and will
(King IV), as well as legislation for ethics and sustainability matters as The group has a governance committee recommendations we consider continue to do so.
publicly listed companies in South these apply to Dutch law and the comprising the segment CEOs, chief proportionality when we apply
Africa. Naspers has a secondary Dutch Corporate Governance Code. financial officers (CFOs) of Naspers, corporate governance in the group. Sustainability
listing of its American Depository Prosus and Media24, as well as the This means we apply the practices We take our responsibility seriously
Receipts (ADRs) on the London Stock The group uses independent external group company secretary, global needed to demonstrate the group’s and are fully committed to identifying
Exchange (LSE). In addition, Prosus advisers to monitor regulatory sustainability partner, group general governance in terms of King IV as and focusing on our goals under our
N.V. (Prosus), has bonds previously developments, locally and counsel, global compliance lead and appropriate across the group. board-approved group sustainability
guaranteed by Naspers which are internationally, to enable management head of internal audit and risk support. plan. The group’s commitment to
listed on the Euronext Dublin. to make recommendations to the The committee was tasked to ensure the As the companies in our group are sustainability, our framework and
board on matters of corporate group’s governance structures and diverse and at different maturity progress made are dealt with in
The governance structures of governance. framework are employed across the stages, a one-size-fits-all approach Focusing on sustainability on page 58
Naspers and Prosus substantially in-scope entities in the group during cannot be followed in implementing of the integrated annual report.
mirror each other. How we integrate governance into the financial year. Governance and governance practices. All good
our business progress are monitored by the audit governance principles apply to all Read more on pages 58 to 74 of the
Naspers and Prosus have an identical We recognise the value of an and risk committees, and reported to types and sizes of companies, but the integrated annual report
one-tier board structure comprising integrated approach to assurance and the board. practices implemented by different
executive and non-executive directors. compliance. The adopted governance, companies to achieve the principles To support the board in fulfilling its
The executive directors are risk and compliance framework is the The composition of committees of the may be different. Practices must be governance role, the risk committee
responsible for the group’s day-to-day basis for how we manage governance. board is reviewed annually and, implemented as appropriate for each and the Naspers social, ethics and
management, which includes, among where required, amended. company, in line with the overarching sustainability committee (which also
The governance framework illustrates good governance principles. considers sustainability aspects
how we achieve a sustainable Details of the enterprisewide risk pertaining to the Prosus group) report
business integrated with governance, management framework (including on sustainability matters at each
assurance, risk management and principal risks) appear on pages 51 scheduled board meeting – refer to
compliance, in line with legislated to 56 of the integrated annual report. the Naspers social, ethics and
requirements and King IV Furthermore, the board’s responsibility sustainability committee report in the
(1)
Institute of Directors in Southern Africa NPC recommendations, and reported statement which relates to risk full governance report.
(IoDSA) owns all copyright and trademarks through the relevant structures. management appears on page 5
for King IV. of the integrated annual report.06 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business continued
Culture and business ethics We focus on policies and procedures
OpenLine operates globally COUNT OF REPORTS BY FINANCIAL YEAR
The board recognises that creating that address key ethical risks, such as
value for both shareholders and conflicts of interest, accepting 2020 35
society in a responsible, efficient and inappropriate gifts and unacceptable
2019 33
sustainable way requires a healthy business conduct.
2018 55
business culture. Although we operate
a wide range of businesses, we are The Naspers social, ethics and
united behind a common purpose to sustainability committee is The OpenLine facility is independently
address big societal needs and help responsible for overseeing and managed by Navex Global (a global
improve the lives of half the world’s reporting on business ethics in the ethics and fraud hotline service provider).
population over the next few years. group, taking into account specific
disclosures and best practice as The internal audit and risk support
We believe our culture is a key recommended by King IV. function oversees the effective
strength of our business and we see operation of OpenLine and ensures
the benefits of this in our employees’ Businesses in our group apply zero employees are sufficiently aware of its
engagement, retention and tolerance to violations of the code. existence. This function also monitors
productivity. Our corporate values are Appropriate action is taken, including that reports are dealt with and
approved by the board and our disciplinary, criminal or civil independently investigated in line with
subsidiaries adopt values aligned to procedures or improving the control the whistleblower policy. Where
our expectations, tailored for their environment. Reports are provided appropriate, internal audit and/or
business environment. to the Naspers social, ethics and external forensic consultants
sustainability committee to investigate reported matters.
Our values as an organisation are demonstrate this. Unethical behaviour
reflected in our culture. These values, by senior employees is also reported Significant allegations and validated
at the core of our strategy, and the to the human resources and cases of wrongdoing are reported to
code of business ethics and conduct remuneration committee, along with the audit and risk committees. The
are the guiding principles for all of the way the company’s disciplinary Naspers social, ethics and sustainability
our actions as an organisation. code was applied. committee also receives regular reports
on whistleblower activity and ethics
Our culture reflects We are committed to conducting our performance around the group.
At our heart, we are entrepreneurs. business on the basis of complying
• We push for performance in with the law, with integrity and with This year there were 35 reports,
everything we do – it’s good for the proper regard for ethical business compared to 33 the year before.
group, our stakeholders and our practices. We expect all directors Encouraging whistleblowing
Ethics officers Ethics officers’ responsibilities include: through OpenLine
careers. and employees to comply with these
We have 12 designated ethics • understanding and applying the Creating awareness and training
• We do the right thing. principles and, in particular, to avoid Under the global whistleblower policy, During the year we created awareness
officers in the group. They serve code of business ethics and employees are encouraged to report
• We matter to the communities we conflicts of interest and not to engage on the code and whistleblower policy
as central points of contact for conduct, whistleblower policy, suspected unethical behaviour and
serve and, wherever we operate, in insider trading, illegal anti- throughout the group. Training
advice on ethics-related queries, and upholding corporate values matters contrary to the code.
we hold ourselves to high competitive activities, and bribery methods used by subsidiaries included
improprieties, allegations and • managing internal ‘speak-ups’ Employees enjoy protection when they
standards. and corruption. elearning modules on the MyAcademy
complaints. They report on and providing guidance report such matters in good faith. The
• We encourage diversity in our related matters to the ethics • assisting with awareness platform, face-to-face training,
teams and in our thinking. whistleblower facility (OpenLine) is a presentations and storyboarding for
officer (who is the central campaigns on the code and safe platform for employees to report
contact for the group). Reports whistleblower policy disabled employees.
The group’s code of business ethics misconduct in the workplace, with the
are provided regularly to the • maintaining confidentiality on option to have their identity protected The Naspers social, ethics and
and conduct is available on Naspers social, ethics and ethics-related matters, and
www.naspers.com. This code or to remain completely anonymous. sustainability committee receives
sustainability committee. • maintaining records and All stakeholders can report unethical reports on business ethics
applies to all directors and reporting on ethics-related
employees in the group. Ensuring that behaviour and wrongdoing management and monitoring – refer
matters. anonymously and confidentially. to the Naspers social, ethics and
group companies adopt appropriate
processes and establish supporting sustainability committee report in
The line operates globally, around the the full governance report.
policies and procedures is an clock, with live answering. In addition,
ongoing process. the facility offers the opportunity to report
matters through a dedicated website, or
through email or postal service.07 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business continued
Future focus Legal compliance, anti-bribery and • implement training and awareness This year An emerging risk or trend that group
OpenLine process flow Future focus areas include regular anti-corruption, and human rights programme focused on key The Naspers board and risk compliance has identified, and will
engagement between the group’s Non-compliance with laws and compliance risk areas committee exercise oversight of continue to focus on, is the topic of
ethics officers, to share experiences, regulations, including anti-bribery and • have a process setting out how to compliance risk management across human rights. To date, group
Collect Manage identify ethics challenges and share anti-corruption and other similar laws, identify and respond to compliance the group. Group compliance is compliance has developed a
best practice. This will establish a could expose the group to legal risks, incidents and issues (including responsible for monitoring the design, risk-based framework, with input from
• Navex’s anonymous designated ethics officers’ community liability and negatively impact the escalation and notification process) implementation and effectiveness of various international guidelines, industry
whistleblower and assist us in tailoring tools and group’s reputation, business, financial • monitor, review, and improve the local compliance programmes, by way best practices, and external advice.
Hotline reports support. condition, as well as the communities legal compliance programme of legal compliance operational This framework addresses various
• IARS system in which we operate. The group is on an ongoing basis, and reviews, quarterly reporting (including human rights considerations, including
oversight We also plan to launch an ethics committed to conducting business in • submit compliance reporting compliance incidents/investigations but not limited to, supply chain,
refresher campaign for our in-scope compliance with the law, with integrity as required (including details and escalations), and onsite employee rights, and end-user rights.
• IARS independent subsidiaries. The campaign will and with proper regard for ethical of legal compliance incidents compliance reviews. Using this framework, we developed a
monitoring and educate employees on ethics business practices, as described in the and investigations). human rights risk assessment which we
Web appropriate learnings, based on principles from code of business ethics and conduct The results of these monitoring are using to analyse the potential risk in
escalation of our code of business ethics and and the group legal compliance The company uses its influence to activities (including, but not limited to, the various subsidiaries. These outputs
incident conduct. policies, including the anti-bribery and encourage its associates and observations, potential red flags, and will inform a future risk-based human
• Investigating audit anti-corruption policy. From a investees (non-controlled entities) to opportunities for enhancement) rights compliance approach to the
and/or external Stakeholder relationships governance perspective, it is expected adopt, at least, minimum governance support the board and risk committee extent necessary.
forensic consultants Representatives of our businesses that we execute demonstrable and standards (for example, code of with their oversight role. In the current
manage various external and internal effective compliance management. business ethics and conduct, financial year, group compliance In 2021 we will further develop our
Email stakeholder relationships. Our anti-bribery and anti-corruption, monitoring activities extended to all plans, policies, risk management
businesses manage their stakeholder In order to execute demonstrable and competition compliance, sanctions segments within the group. processes and KPIs, as appropriate,
relationships using an inclusive effective compliance management, and export controls) as well as to for human rights and anti-bribery and
approach that balances the needs, Naspers developed and comply with applicable laws and Through these monitoring activities, we anti-corruption.
interests and expectations of material communicated a legal compliance regulations. A risk-based legal have noted that all subsidiaries have
stakeholders with the best interests of framework that sets out minimum compliance programme (including made good progress in implementing Assurance on the effectiveness of
the businesses. standards that are required for anti-bribery and anti-corruption) has and adapting the legal compliance compliance management is received
Postal
Naspers’s subsidiaries (a company in been implemented as per this framework, as applicable to their through a combined assurance model.
service To support the board in fulfilling its which Naspers has control (whether framework in all subsidiaries. local/core business. This includes the
governance role, the Naspers social, direct or indirect)). development and rollout of various There were no material or repeated
ethics and sustainability committee If the group conducts business in or training and awareness initiatives. regulatory penalties, including General
receives reports on stakeholder This framework requires that all expands operations to countries that Data Protection Regulation (GDPR),
management across the group – refer subsidiaries: may present increased corruption risks In the future sanctions or fines for contraventions of,
Navex’s anonymous whistleblower to the Naspers social, ethics and (ie countries with potentially weak In the future, group compliance will or non-compliance with, statutory
reports incident management sustainability committee report in the • have a legal compliance legal institutions or a lack of continue to raise compliance obligations. There were no inspections
system and the internal audit and full governance report. programme which is ‘fit for purpose’ transparency) and where the group’s awareness across the group. by environmental regulators that
risk support (IARS) system monitor and risk-based, including a clearly businesses may interact with Improvements to the legal compliance resulted in findings of non-compliance.
and escalate incidents as An overview of our stakeholders and defined legal compliance structure government entities/officials, we framework will be made based on
appropriate and oversee stakeholder engagement appears on • appoint a legal compliance officer expect that subsidiaries should, at a emerging risks, feedback from To support the board to fulfil its
investigations by internal audit pages 22 to 24 of the integrated • identify and monitor applicable laws, minimum, have processes in place to monitoring activities, and a continued governance role, the Naspers risk
and/or external forensic annual report. regulations, and key compliance cover the following risk areas, as part focus on third-party risks. It is expected committee receives reports on legal
consultants. risks on an ongoing basis of their anti-bribery and anti-corruption that the businesses develop key compliance – refer to the risk
Read more on page 22 of the • have clear policies and procedures compliance programmes: performance indicators (KPIs) for their committee report in the full
integrated annual report governance report.
based on group minimum localised legal compliance
standards (code of business • gifts, hospitality, travel, and programmes (specifically relating to
ethics and conduct, and legal entertainment anti-bribery and anti-corruption).
compliance, anti-bribery and • conflicts of interest
anti-corruption, competition • charities/charitable donations,
compliance, sanctions and export political contributions, and
controls policies) and supplemented sponsoring activities
with business specific or local • contact with government officials
requirements (focused on the risks • third party vetting and due
pertaining to the relevant business) diligence, and
• accurate books and record keeping.08 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business continued
Information and Business continuity is included in the In the future Internal control systems Internal audit Amongst other aspects, IARS is
technology governance group’s risk register, which is reviewed Planned focus areas for I&T Our system of internal controls in all An internal audit and risk support responsible for providing a statement
Information and technology (I&T) and discussed by the risk committee governance include developing and material subsidiaries and joint ventures (IARS) function is in place for the group annually on the effectiveness of the
governance is integrated in the twice a year, and annually by the deploying data-driven technologies under Naspers’s control aims to that aims to provide world-class group’s governance, risk management
operations of the Naspers businesses. board. Business resilience is the key (such as machine learning), accounting prevent or detect risks materialising support, including assurance, insights, and control processes to the board of
Management of each subsidiary or objective of our cybersecurity policy. for cybersecurity and data privacy and to mitigate any adverse solutions and ideas to help directors and, to the audit committee
business unit is responsible for The capability of businesses to respond by design. consequences. The system provides management protect and enhance specifically, of the results of its review
ensuring effective processes on I&T to disruption is in-scope for internal reasonable assurance on achieving value. The head of internal audit and of financial controls. In its periodic
governance are in place. audit, bearing in mind the perspective For data acquisition and data company objectives. This includes the risk support reports to the chair of the reports to the audit committee IARS
of our customers and end users. processing undertaken in the context integrity and reliability of the financial audit committee, with administrative represents that the function continues
The risk committee assists the board in of our central machine learning team’s statements; safeguarding and reporting to the financial director. to meet the commonly accepted
overseeing I&T-related matters. I&T Operational boundaries to dealing with services to group companies, we have maintaining accountability of its assets; standards for professional practice as
governance is a standing point on its I&T are subject to the group’s code of established internal guidelines and and to detect fraud, potential liability, Our core competency lies in our defined in the IPPF standards and that
agenda, and I&T objectives have been business ethics and conduct, and legal contractual measures to ensure loss and material misstatements while risk-based IT and business process it has remained independent from
included in its charter. The committee compliance policy. Our risk management compliance with applicable laws and complying with regulations. The assurance work, the foundation of our management.
considers the risk register, as well as practices ensure that relevant risks on the integrating best practice. Ethical use of directors representing Naspers on department. We provide management
reports on I&T from internal audit and ethical and responsible use of I&T are machine learning and artificial boards of entities where the company with assurance on their risk Non-audit services
risk support, and our legal compliance identified and assessed. The Naspers intelligence is a rapidly developing does not have a controlling interest, management efforts, while realising The group’s policy on non-audit
function. social, ethics and sustainability committee field. We intend to enhance our seek assurance that significant risks where they are in terms of growth and services provides guidelines on
oversees this area. guidelines in this area over time, are managed, and systems of internal maturity. In addition to the traditional dealing with audit, audit-related, tax
The group’s subsidiaries are required based on our learnings and as best control are effective. assurance work, we provide risk and other non-audit services that may
to act in line with the company’s good We run a privacy programme to practice develops. support through an evolving portfolio be provided by the independent
governance guidelines, which detail ensure that personal data is stored Management, with assistance from of innovative consulting services and auditor to group entities. It also sets
I&T governance-related matters. and processed ethically and in internal audit, regularly reviews risks we are steadily moving beyond out services that may not be
Subsidiaries of each major entity are compliance with applicable privacy and the design and operating projects into ad hoc and continuous performed by the independent auditor.
required to submit an annual formal laws, such as the GDPR in Europe. effectiveness of internal controls support for businesses. This includes
written report on the extent to which Internal audit provides assurance to seeking opportunities for improvement. the development of risk communities, The audit committee preapproves
they have implemented the principles, management, the audit committee Cybersecurity and data privacy The external auditor considers in which risk specialists from all our audit and non-audit services to ensure
and chief executives and chief and the board on the effectiveness of The focusing on cybersecurity elements of the internal controls businesses and associates can share these do not impair the auditor’s
financial officers sign off on this. I&T governance. The detail of controls section on page 62 of the system and communicates deficiencies ideas and lessons learned. In FY20, independence and comply with
to manage identified risks and reduce integrated annual report when identified. we continued to rapidly grow our legislation. Under our guiding
Any notable exceptions are vulnerability forms the basis of internal inhouse teams based in Dubai, principles, the auditor’s independence
summarised and reported to the articulates our commitment to
audit’s assurance plans. ensuring strong cybersecurity. The board reviewed the effectiveness Amsterdam, Cape Town and Hong will be deemed impaired if the auditor
risk committee. of controls on key risks for the year Kong. With the energetic and highly provides a service where they:
To support the board in fulfilling its Refer to the ensuring data privacy
and protection section on pages ended 31 March 2020. This assurance motivated talent on board, we can
We continuously look at how we can governance role, the risk committee was obtained principally through a • function in the role of management
60 and 61 of the integrated serve our global companies with
better integrate people, technologies and receives reports on I&T management process of management self- of the company, or
annual report for our commitment, quicker and more relevant results.
processes. During our annual business- – refer to the risk committee report in assessment, including formal • audit their own work, or
planning process, our businesses the full governance report. approach and progress made. • serve in an advocacy role for
confirmation via representation Intermittently (at least once every five
consider their platform requirements. The Read more on pages 60 to 62 of letters by executive management. years), the group’s internal audit the company.
platform strategy starts from the business the integrated annual report Consideration was also given to other function (IARS) submits itself to an
strategy and is translated into technical input, including reports from internal external quality review by a qualified
and process requirements. audit, compliance and the risk independent assessor to assess its
management process. Where conformance with the International
necessary, programmes for corrective Professional Practice Framework (IPPF)
actions have been initiated and of the Institute of Internal Auditors. Such
progress is being monitored. a review was concluded most recently
in March 2020, resulting in the
While we work towards continuous assessment rating “Generally
improvement of our processes and Conforms” to the commonly accepted
procedures regarding internal controls, standards for professional practice as
systems and financial reporting, no defined in the IPPF. This is the highest
major failings have occurred to the rating achievable for such an
knowledge of the directors during the assessment.
review period.09 Naspers governance report 2020 Our board Governance for a Report of the Report of the human resources Report of the Report of the Report of the social,
sustainable business audit committee and remuneration committee nomination committee risk committee ethics and sustainability
committee
Governance for a sustainable business continued
Company secretary Investor relations Analyst reports In FY21, Naspers shall hold an annual
The company secretary, Gillian Naspers’s investor relations policy can To enhance the quantity and quality of general meeting. The external auditors
Kisbey-Green, and David Tudor, group be found on www.naspers.com. It research, Naspers maintains working are welcomed to the annual general
general counsel (and legal describes the principles and practices relationships with stockbrokers, meeting and are entitled to address
compliance officer), are responsible applied in interacting with investment banks and credit-rating the meeting. As questions asked at the
for guiding the board in discharging its shareholders and investors. Naspers is agencies – irrespective of their views Naspers annual general meeting tend
regulatory responsibilities. committed to providing timely and or recommendations on the group. to focus on business-related matters,
transparent information on corporate Naspers may review an analyst’s governance and the remit of our
Directors have unlimited access to the strategies and financial data to the report or earnings model for factual board committees, the chair, chief
advice and services of the company investing public. In addition, we accuracy of information in the public executive and the chief financial officer
secretary whose functions and consider the demand for transparency domain but, in line with regulations and the chairs of our board
responsibilities include: and accountability on our non-financial and group policy, we do not provide committees shall attend the Naspers
(or sustainability) performance. We guidance or forecasts. annual general meeting.
• Playing a pivotal role in the recognise that this performance is
company’s corporate governance based on the group’s risk profile and The board encourages shareholders The annual general meeting for
and ensuring that, in line with strategy, which includes non-financial to attend the annual general meeting, Naspers will be held virtually in
pertinent laws, the proceedings and risks and opportunities. notice of which appears in this accordance with the notice of the
affairs of the board, the company integrated annual report, where annual general meeting contained in
and, where appropriate, shareholders The company manages shareholders have the opportunity to the integrated annual report.
are properly administered. communications with its key financial put questions to the board,
• Acting as the company’s compliance audiences, including institutional management and chairs of the various Required majorities
officer as defined in the Companies shareholders and financial (debt and committees. Resolutions are usually adopted at
Act, and is the delegated information equity) analysts, through a dedicated Naspers general meetings by an
officer. investor relations unit. Presentations The company’s website provides the absolute majority of votes cast, unless
• Monitoring directors’ dealings in and conference calls take place after latest and historical financial and other there are other requirements under the
securities and ensuring adherence to publishing interim and full year results. information, including financial reports. applicable laws or Naspers’s
closed periods. memorandum of incorporation.
• Attending all board and committee A broad range of public Annual general meeting
meetings. communication channels (including Naspers held its 105th annual general Right to hold and transfer shares
stock exchange news services, meeting in August 2019, prior to the Naspers’s constitutional documents
The performance and independence corporate website, press agencies, listing of Prosus. At the Naspers annual place no limitations on the right to
of the company secretary is evaluated news wires and news distribution general meeting, the chair gave his hold or transfer Naspers and/or
annually. service providers) are used to thoughts on governance aspects of Prosus ordinary listed shares.
disseminate news releases. These the preceding year and the chief There are no limitations on the right
As required by JSE Listings executive gave a detailed review of to hold or exercise voting rights on
channels are supplemented by direct
Requirement 3.84(h), the board has the performance of the Naspers group the ordinary listed shares of Naspers’s
communication via email, conference
determined that the company over the past year. Shareholders are imposed South African law.
calls, group presentations and
secretary, a chartered accountant (SA) encouraged to attend the relevant
one-on-one meetings. Our policy is not
with over 30 years’ company meeting and to ask questions at or in More information on the Naspers
to provide forward-looking information.
secretarial experience, has the advance of the meeting. Indeed, the control structure can be found on
Naspers also complies with legislation
requisite competence, knowledge and question-and-answer session forms an page 134 of the integrated annual
and stock exchange rules on
experience to carry out the duties of a important part of each meeting. report.
forward-looking statements.
secretary of a public company and
has an arm’s length relationship with Closed periods
the board. The board is satisfied that Naspers would typically be in a closed
arrangements for providing corporate period on the day after the end of a
governance services are effective. reporting period (30 September or
31 March) until releasing results.
General investor interaction during this
time is limited to discussions on
strategy and/or historical, publicly
available information.You can also read
