Integrated annual report 2011
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Contents
1 The Naspers group
2 Scope of the report and assurance
3 Statement of the board of
directors on the integrated annual report
4 Highlights of the year in review
8 Our business
10 Group at a glance
12 Our global footprint
14 Chairman’s report
20 Chief executive’s report
28 Risk management
36 Balancing people, profi t
and our planet
37 Value added statement
38 Strategy
41 Performance review
42 Financial review
45 Operational review
93 Corporate governance
110 Directorate
116 Remuneration report
126 Report of the audit committee
129 Summarised annual
fi nancial statements
145 Shareholder and
corporate information
146 Administration and corporate information
147 Analysis of shareholders
147 Shareholders’ diary
148 Notice of annual general meeting
157 GRI G3 indicators
161 Form of proxy
164 Notes to form of proxy
Recommend
What type of business are we building?
A leading group of international media and
e-commerce platforms.
What service do we provide our users?
Entertainment, trading opportunities,
information and access to their friends
wherever they are.
Naspers values
What is Naspers about?
We aim to be useful in the
communities we serve.
We offer an environment for
entrepreneurs to succeed.
We value cultural diversity.
We love to innovate.
Above all, customer service.
P
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G
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T
The Naspers group
A spread of media
investments in
emerging markets
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Scope of the report and assurance
Naspers has reported annually to stakeholders on
television businesses in South Africa and Nigeria
its non-financial performance since 2008.
(MultiChoice), managed internet operations in
This is, however, our first integrated annual
Latin America (BuscaPé) and Central and Eastern
report – combining financial and non-financial
Europe (Allegro). Together these account for
performance for a fuller understanding of our
80% of group revenue.
group. It covers the financial year from
Our South African operations publish separate
1 April 2010 to 31 March 2011.
integrated annual reports on www.media24.co.za
The report has been prepared using the
and www.multichoice.co.za.
guidelines of the Global Reporting Initiative
We are concentrating on developing group
(GRI G3) and the recommendations of the latest
reporting standards that will make our disclosure
King Report on Corporate Governance in South
increasingly meaningful and measurable for
Africa (known as King III).
stakeholders. Generally, detailed forward-looking
Integrated reporting is a new discipline and
information is not provided.
global standards are still being developed. Until
In terms of GRI reporting requirements Naspers
such time, we are guided by peer practices
has met the requirements and self-declared this
globally. Our aim is incrementally improved
report at level C.
reporting and disclosure, while protecting
the long-term sustainability of our group in a
highly competitive sector. Feedback can be
communicated directly to gri@naspers.com.
This report includes the financial performance
of the Naspers group and its subsidiaries, joint
ventures and associates. The scope of reporting
on non-financial performance covers the
holding company, managed media operations
in South Africa (Media24), managed pay-
The financial information extracted from the audited
Naspers Limited consolidated annual financial
statements for the year ended 31 March 2011
has been correctly quoted in this integrated
annual report. Refer to page 132 for
PricewaterhouseCoopers Inc.’s report.
The South African broad-based black economic
empowerment information was verified by
Empowerlogic (MultiChoice) and CODEX (Media24).
The report may contain forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995.
Words such as “believe”, “anticipate”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour” and similar expressions are intended
to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking
statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could
cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our
businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter
our forward-looking statements, whether as a result of new information, future events or otherwise. Investors are cautioned not to place
undue reliance on any forward-looking statements contained herein.
2
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
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CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
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SHAREHOLDER
AND CORPORATE
INFORMATION
Statement of the board of directors
on the integrated annual report
As required by King III, the audit committee has reviewed the
integrated annual report and the board has reviewed and approved
the report. The fi nancial statements are prepared in accordance
with International Financial Reporting Standards (IFRS) and the
South African Companies Act No 61 of 1973 (as amended), while
the integrated annual report was prepared in accordance with the
guidelines of the Global Reporting Initiative (GRI) level C.
The integrated annual report and fi nancial statements fairly
refl ect, in our opinion, the true fi nancial position of the group at
31 March 2011 as well as that of its operations during this period
as described in the report.
On behalf of the board
Ton Vosloo
Chairman
Cape Town
24 June 2011
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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PERFORMANCE
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SUMMARISED
ANNUAL FINANCIAL
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SHAREHOLDER
AND CORPORATE
INFORMATION
Highlights of the year in review
Financial performance
R’m
50 000
40 000
30 000
20 000
10 000
0
Revenue*
2007
2008
2009
2010
2011
R’m
12 000
10 000
8 000
6 000
4 000
2 000
0
Trading profit*
2007
2008
2009
2010
2011
* including associates on a proportionate basis
* including associates on a proportionate basis
Cents
2 000
1 500
1 000
500
0
Core HEPS
2007
2008
2009
2010
2011
R’m
5 000
4 000
3 000
2 000
1 000
0
Free cash flow
2007
2008
2009
2010
2011
Cents
300
250
200
150
100
50
0
Dividend per share
2007
2008
2009
2010
2011
4
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INFORMATION
Five-year review
Income statement items
including associates
Revenue
Trading profit
Excluding associates
Trading profit
Free cash flow
2007
R’m
2008
R’m
2009
R’m
2010
R’m
2011
R’m
19 790
4 156
25 305
34 505
5 243
7 173
37 251
8 537
45 103
10 220
3 532
2 182
4 084
2 223
4 940
2 432
5 447
4 129
5 838
3 991
Statement of financial position
Total assets
Total equity
Total liabilities
32 184
21 570
10 614
57 523
33 147
24 376
54 560
35 217
19 343
57 468
35 634
21 834
69 855
42 942
26 913
Other information
Core headline earnings
per share (cents)
965
1 130
1 179
1 426
1 612
Dividend per N ordinary
share (cents) (proposed)
156
180
207
235
270
Weighted average number
of N ordinary shares (’000)
295 756
353 622
371 004
372 951
374 501
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
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INFORMATION
Non-fi nancial performance
USERS AND SERVICE
USAGE ON OUR INTERNET PLATFORMS
OUR PEOPLE
ENVIRONMENT
SOCI0-ECONOMIC DEVELOPMENT
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NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
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(cid:96) 4,92 million pay-television homes across Africa.
(cid:96) 18 million smartcards sold by Irdeto globally.
(cid:96) 8 022 827 222 average daily page views.
(cid:96) 8 021 609 average daily unique visitors.
(cid:96) 7 666 851 004 average daily messages.
(cid:96) 817 134 740 total game unique identifi cation number (UiNs).
(cid:96) Ten talented technologists participated in the international Junior Staff
Exchange programme (opportunity to spend three months at a different
group company).
(cid:96) 11 up-and-coming technologists recognised with the MIH Distinguished
Technologist Award.
(cid:96) 229 bursaries to Media24 employees.
(cid:96) In Poland, Allegro’s All For Planet Foundation combines ecology with design
and music to revitalise public spaces.
(cid:96) In South Africa our usage of electricity decreased by 9%.
(cid:96) In Switzerland Ricardo runs charity auctions for Jeder Rappen zählt.
(cid:96) 172 new MultiChoice Resource Centres rolled out across Africa.
(cid:96) 120 000 Phuthuma Nathi shareholders, 108 000 Welkom Yizani shareholders.
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
GROUP
PERFORMANCE
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CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Our business
Naspers is a leading multinational
media group based in South Africa
and incorporated in 1915 as a public
limited liability company.
technology products and services, and book
publishing.
Europe – The group’s activities comprise its
interests in internet activities in Central and
It was listed on the Johannesburg Stock
Eastern Europe and Russia. Naspers also
Exchange (JSE) in September 1994 where it has
generates revenue from interactive television
been a constituent of the Top 40 index for some
and technology products and services provided
years. Naspers has an American Depository
by subsidiaries in the Netherlands. The largest
Receipt (ADR) listing on the London Stock
e-commerce platforms are Allegro in Poland
Exchange (LSE) and international investors are
(Eastern Europe) and Ricardo, primarily in
also able to participate via a plan maintained
Switzerland (Western Europe). In Russia the
by The Bank of New York Mellon (details on
group has a 29% investment in Mail.ru Group,
page 146).
listed on the London Stock Exchange
Over the past two decades the group has
(www.mail.ru).
evolved from a traditional print media business in
one country to a broad-based media company
Asia – Group activities span interests in internet
in multiple markets. The group’s operating
and print activities based in China, India and
business segments span internet, pay television,
south-east Asia. In China the group has a 34%
print media and related technology in emerging
investment in Tencent, listed on the Hong Kong
markets.
stock exchange (www.tencent.com). In India
Most of our businesses are market leaders in
ibibo is growing its internet business, focusing
their sectors, and our most significant operations
on social media, search, online gaming and
are in emerging markets. These include Africa,
advertising.
China, Latin America, Central and Eastern
Europe, Russia and India.
Latin America – The group provides various
products in the region through subsidiaries and
Africa – The group earns revenues from television
associates, with BuscaPé, OLX (e-commerce)
platform services, print media, internet services,
and Abril (print) as the main operations.
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NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
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PERFORMANCE
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
INTERNET
MXIT
PAY
TELEVISION
ENRICHING LIVES
PRINT
TECHNOLOGY
NASPERS INTEGRATED ANNUAL REPORT 2011
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Group at a glance
100%
Internet
Eastern Europe
Western Europe
South-east Asia
100%
52%
China
Russia
Africa
MXIT
29%
80%
30%
97%
100%
34%
30%
51%
100%
30%
76%
50%
51%
34%
36%
India
Middle East
25%
Latin America
95%
65%
84%
80%
10
NASPERS INTEGRATED ANNUAL REPORT 2011
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Pay television
South Africa
Print
South Africa
80%
85%
ENRICHING LIVES
Sub-Saharan Africa
100%
30%
Brazil
China
Technology
100%
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
GROUP
PERFORMANCE
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ANNUAL FINANCIAL
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SHAREHOLDER
AND CORPORATE
INFORMATION
Global footprint
We have offi ces/provide services in 131 countries
EUROPE
AFRICA
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SHAREHOLDER
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ASIA
AUSTRALIA
(cid:132) Group Coverage
(cid:116) Offi ces
NORTH AMERICA
SOUTH AMERICA
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Chairman’s report
OVERVIEW
In line with the recommendations of
the King Report on Governance for
South Africa 2009 (King III) – revised
guidelines on corporate governance
in South Africa and aligned with global
best practice – this is the fi rst Naspers
integrated annual report to stakeholders.
We aim to present a balanced view of
our economic, social, environmental
and governance activities for the year
to 31 March 2011.
As a board we oversee the strategic direction
of the company. We are pleased to report that
our results refl ect an increase in consolidated
revenues by 18% and core headline earnings by
13%. Major areas of growth were the internet
and pay-television businesses. Our print media
business has shown some recovery, while the
technology business improved margins.
The internet industry continued its robust
growth during the year, particularly in emerging
markets, Naspers’s strategic area of expertise.
The resilience of our pay-television operations
underscores the importance of quality content,
although the rising cost of acquiring subscribers
and sports rights is placing pressure on margins.
In line with global peers, revenues in our print
media businesses continued to be subdued.
Ton Vosloo – chairman
Wireless technology
14
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Film Talent Incubator
Operationally we have made good progress
the development of entrepreneurs and increases
in increasing local content and skills in key
the size of the talent pool. Electrical power is key
pay-television markets such as South Africa
to these initiatives and in countries where supply
and Nigeria (page 56). Importantly, in countries
is compromised, we have secured alternative
facing educational challenges, Naspers has
power sources.
steadily expanded the scope of its educational
and literacy initiatives. We are also supporting
GOVERNANCE
the development of industries with potential to
Governance and sustainability are essential
create employment and develop skills, such as
for our stakeholders. The board conducts
fi lm-making and journalism. The MIH Media Lab
the group’s business with integrity, applying
sponsors top students in the fi eld of new media
appropriate corporate governance policies and
at postgraduate level. This programme fosters
practices in each company in the group.
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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AND CORPORATE
INFORMATION
Chairman’s report (continued)
Several Naspers subsidiaries are governed
by independent boards of directors, all with their
own governance practices and subcommittees
that comply with the necessary governance and
regulatory requirements. A disciplined reporting
structure ensures the holding company board
is apprised of subsidiary activities, risks and
opportunities.
Detailed strategies and business plans are kept
under constant review, spanning the fi nancial
and non-fi nancial elements of each company’s
business, and performance against targets
underpins management remuneration.
Naspers continually evaluates areas where
governance at corporate and subsidiary level
can be strengthened. The impact of the new
Companies Act in South Africa, as well as the
King III Code on Corporate Governance, was a
focus over the past year.
The board approved an implementation plan
to roll out King III across our global operations in
2009. Good progress was made and the extent
of applying King III in the governance frameworks
of Naspers, MIH, MultiChoice and Media24 is
outlined on page 95 of this report.
REGULATORY ENVIRONMENT
The regulatory environment in Africa remains
uncertain and the past year presented many
challenging issues requiring attention.
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NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
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requirements are under way in Angola, Kenya,
Namibia, Rwanda, Tanzania, Uganda and
Swaziland.
In South Africa cabinet approved the adoption
of DVB-T2 and set 31 December 2013 as the
switch-off date for all analogue terrestrial television
transmissions. A number of matters must be
finalised by the Independent Communications
Authority of South Africa (Icasa) and the Ministry
of Communications for migration, such as
gazetting a performance period and finalising the
DTT set-top box subsidy scheme.
Cost and access to broadband internet remain
issues in South Africa. Naspers subsidiary MWEB
was the first internet service provider in the
country to offer an uncapped ADSL service, an
important step in expanding affordable internet
NASPERS INTEGRATED ANNUAL REPORT 2011
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Ending a protracted period of uncertainty,
the Southern African Development Community
(SADC) adopted the latest version of the digital
video broadcast terrestrial standard (DVB-T2)
to migrate analogue terrestrial television
broadcasting services to digital terrestrial
television (DTT). Other countries in sub-Saharan
Africa are following suit. However, regulatory
pressure continues to increase owing to the
planned digital migration and introduction of
new competitors on all platforms. There is also
uncertainty on the analogue-to-digital migration
process as government policies and strategies
are undefined or unfinished in most countries
of operation. In addition new broadcasting
bills, regulations, licences and licence renewal
THE NASPERS
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Chairman’s report (continued)
access. The ministry has prioritised broadband
access, setting November 2011 as the deadline
for local loop unbundling. This is generally
expected to increase competition and lower
broadband prices.
The regulatory environment in South
Africa in respect of the press has been under
considerable scrutiny in the last year. The
proposed Information Bill currently before
parliament limits access to information held
by the state by declaring it secret. It protects
information that goes beyond that which is
necessary to protect national security.
The bill will limit the ability of civil society to
hold government accountable and will facilitate
corruption.
The fi nal Consumer Protection Act regulations
Eight new DStv channels
were published on 31 March 2011. It is uncertain
STOCK EXCHANGE LISTINGS
at this stage what impact these regulations will
Naspers has its primary listing on the JSE Limited
have on our businesses.
in South Africa and a Level I American Depository
DIVIDEND
Receipt (ADR) programme. These shares are
listed on the London Stock Exchange (LSE) and
The board recommends that the annual dividend
traded in the USA on an over-the-counter (OTC)
be increased by 15% to 270 cents (previously
basis. International investors are therefore able
235 cents) per listed N ordinary share, and
to buy and sell Naspers securities either through
54 cents (previously 47 cents) per unlisted
the appropriate OTC market, or on the London or
A ordinary share. If approved by shareholders
Johannesburg stock exchanges.
at the annual general meeting on 26 August
2011, dividends will be payable to shareholders
DIRECTORS
recorded in the books on Friday 23 September
In terms of the company’s articles of association,
2011 and paid on Monday 26 September 2011.
one-third of non-executive directors retire annually
Further details appear on page 44.
and reappointment is not automatic.
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Adv Francine-Ann du Plessis, Prof Jakes Gerwel
meeting. The abridged curricula vitae
and Messrs Fred Phaswana, Ben van der Ross
of all directors appear in the directorate on
and Boetie van Zyl, who retire by rotation at the
pages 110 to 113.
annual general meeting, but are eligible, offer
My thanks to my fellow board members
themselves for re-election.
for their guidance and support in another
Shareholders will be asked to consider the
challenging, but successful year. We also
re-election of these directors at the annual general
appreciate the commitment of our management
meeting, notice of which is contained in this report.
teams around the world.
Members of the audit committee are Messrs
Boetie van Zyl and Ben van der Ross, Prof Rachel
Jafta and Adv Francine-Ann du Plessis. The board
recommends shareholders reappoint them as
audit committee members. In compliance with the
new Companies Act, shareholders will be asked
to consider their re-election at the annual general
Ton Vosloo
Chairman
24 June 2011
NASPERS INTEGRATED ANNUAL REPORT 2011
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Chief executive’s report
OVERVIEW
Naspers’s results for the year
underscore the benefi ts of its
diversifi ed portfolio and global
presence.
SUSTAINABLE DEVELOPMENT
We link users to media, e-commerce, their
friends, advertising, content and means of
communication. Our products and services can
Koos Bekker – chief executive
improve people’s lives in very practical ways.
We have already harnessed our core
services to offer educational programming,
increase accessibility of banking services
and grow local industries through our local
programming and local language strategy.
Smartphone development
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We regularly review our progress in building
a balanced, sustainable organisation and
identifying areas for improvement.
The board is ultimately responsible for
To ensure an integrated and group-wide view of
ensuring that sustainable development is
the sustainability aspects of our operations, we
integrated into business strategy. The board
are consolidating these into a single platform,
delegates implementation of this policy
to management, with oversight vesting
in the group audit and risk committees.
naspers.org. In time naspers.org will harness the
group’s strengths in media and technology to build
products and advocate for policies that address
Operationally, sustainable development is
global challenges.
incorporated under our risk management
processes.
The board is also responsible for the
integrity of integrated reporting. The audit
committee has been tasked to oversee
sustainability issues in the integrated annual
report and will assist the board in its review by
ensuring the information is reliable and that no
confl icts or differences arise when compared
to the fi nancial results.
While this initiative is still young, our vision is
that naspers.org projects will concentrate on
addressing social issues and serving the public
good. Where practical we will draw on synergies
between group businesses to develop solutions to
global challenges such as education. We will focus
on activities that capitalise on Naspers’s expertise,
global infrastructure and ability to innovate.
NASPERS INTEGRATED ANNUAL REPORT 2011
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Chief executive’s report (continued)
MANAGING SUSTAINABILITY
returned to operational profi tability. However, print
The Naspers board determines the business
businesses globally, including our own, lagged due
strategy and is ultimately responsible for oversight
to slower growth in advertising revenues.
of our group’s performance. Management teams
across our businesses provide leadership and
Internet
implement strategies, guided by the group’s code
The internet segment, comprising mainly our
of ethics and business conduct.
interests in Allegro in Central Europe, Tencent
Our sustainable development framework
in China, Mail.ru in Russia and BuscaPé in Latin
fl ows from our values and a clear understanding
America, increased revenue by 47% to R12bn and
of the key concerns of material stakeholders.
trading profi t grew to R3,5bn. This includes our
These link to our risk management processes,
proportionate share of associates’ results.
which integrate fi nancial and non-fi nancial risk
The e-commerce operations of Allegro (Eastern
identifi cation, management and monitoring.
Europe) and Ricardo (Western Europe) broadened
their product offerings through organic growth and
PERFORMANCE IN CONTEXT
smaller bolt-on acquisitions.
Over the past year the Naspers group continued
In Russia the recently listed Mail.ru Group
to expand. In comparison to developed
holds assets that include 100% of the online
countries, most emerging markets in which we
community, email and games platform, Mail.ru,
operate survived the global economic downturn
instant messaging service ICQ and social network
reasonably well.
services, My World and Odnoklassniki. It also owns
For the year under review Naspers recorded an
18% increase in consolidated revenues to R33bn.
Consolidated trading profi t advanced 7% to
R5,8bn, while core headline earnings grew 13%
to R6bn. Our fi nancial performance is analysed in
the review on pages 42 to 44.
The internet businesses in emerging markets
continued their strong growth by introducing
accessible, reliable and convenient services to
users. As a result consumer trust in transacting on
these platforms is increasing. Our pay-television
operations grew well, while the technology business
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STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Sharing information
32,5% of Vkontakte – Russia’s most popular
social network. In addition Mail.ru has small
In China, Tencent recorded another strong set
interests in Facebook, Zynga and Groupon.
of results in an increasingly competitive market.
Buoyed by a rebound in online advertising, our
Our share of Tencent’s revenues was R7,2bn
share of Mail.ru Group’s reported revenues was
and trading profi t R3,5bn. The QQ platforms now
R657m and trading profi t of R157m.
manage 674 million active instant messaging (IM)
In Latin America OLX was added to the
user accounts and 137 million concurrent users
group in August 2010. Our Latin American
at peak. The social networking service Qzone also
unit is growing its core comparison shopping
grew well.
business and broadening its base with new
In India, ibibo, our joint venture with Tencent,
services including electronic payments, classifi ed
is developing social-gaming and e-commerce
advertising and affi liate advertising networks.
platforms.
NASPERS INTEGRATED ANNUAL REPORT 2011
23
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Chief executive’s report (continued)
In South Africa, 24.com remains a leading local
technology and business models are still evolving
internet publisher. The kalahari.net e-commerce
globally and it will take some years to see returns
platform continues to grow and is rolling out a
on this investment.
number of new services and products.
In the rest of sub-Saharan Africa, our base
In aggregate the other internet businesses
grew by 340 000 to 1,44 million households. The
reported revenue growth of 45% and a trading
lower-priced Compact and Family bouquets now
profi t of R151m, before corporate costs of
reach 602 000 families. Trading margins were
R201m.
Pay television
reduced by investment in local content, increased
competition, higher sport content cost and
additional international content rights. Increased
This unit recorded growth of 977 000 households
regulation and new distribution technologies are
(including Easyview) during the period. This
adding to the challenge.
was largely driven by the 2010 Fifa
SuperSport has become by far the prime
World Cup, decoder subsidies and
funder of sport across Africa. Specifi cally it is the
extensive marketing. As a result
main supporter of several local soccer leagues on
revenue increased by 19% to R21bn.
the continent.
Trading margins were lower due to cost
pressures from growing the subscriber
Technology
base, higher sports content cost and
Consolidated revenues in local
increased competition.
In South Africa the gross base
expanded 637 000 to 3,5 million
households. The lower-priced Compact
bouquet delivered most growth (376 000
homes) to pass the one million subscriber
mark.
Pay television’s advertising revenue
recovered, bouncing back by 32%.
The roll-out of mobile television services
started in South Africa. Mobile television
is a long-term opportunity that will require
signifi cant investment. The concept,
24
NASPERS INTEGRATED ANNUAL REPORT 2011
currency grew 10% and
operating performance improved
as Irdeto implemented tight
controls and reorganised its
products for effi ciencies.
New clients were added
and additional services
introduced, which positioned
Irdeto in a growing market
for securing internet-
distributed digital assets.
Top technology
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Super branding
Print media
markets. In consideration, the group contributed
Operations in South Africa showed marginal
its 39,3% investment in Mail.ru and US$388m in
revenue growth of 9%, with advertising improving
cash. DST was renamed Mail.ru Group Limited
modestly. Trading profi ts declined in part due to
and its depository receipts were listed on the
the fl awed implementation of a new enterprise
London Stock Exchange.
resource planning (ERP) system.
In August 2010 the group acquired 67,8%
In Brazil, Abril’s revenue and operating profi t,
of OLX for US$144m cash. In December 2011
excluding the educational business sold in the
the group increased its investment to 71,5%.
prior year, grew 14% on the back of an improving
This is a classifi eds business operating mainly in
economy.
emerging markets, especially Latin America.
SIGNIFICANT ACQUISITIONS
INVESTOR ENGAGEMENT
In August 2010 the group consolidated its
Naspers is committed to providing timely,
internet interests in Russia, acquiring a 29%
transparent and useful information on corporate
shareholding in Digital Sky Technologies (DST), a
strategies and fi nancial data to the investing
prominent internet company in Russian-speaking
public. We disseminate information through a
NASPERS INTEGRATED ANNUAL REPORT 2011
25
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Chief executive’s report (continued)
broad range of communication channels and do
maintain our competitive advantage, especially
not provide information selectively. Shareholders,
in our technology-intensive businesses. We
investors and analysts have access to the investor
aim to attract the best talent, specifically young
relations function.
engineers. Training is key to our growth.
Over the past year we conducted roadshows
We ensure that succession plans for key
locally and internationally and attended a number
management are in place.
of investor conferences. We receive feedback
With effect from 1 April 2011 Cobus Stofberg,
from the investment community through regular
chief executive of the MIH group, Naspers’s
independent surveys and strive to continually
internet and pay-television operations, stepped
improve our investor engagement.
down and Antonie Roux, head of MIH’s internet
Contact details for the investor relations officer
division, took over the reigns as chief executive
are on page 146.
and director of MIH Holdings Limited.
PEOPLE
Cobus Stofberg will, however, remain in a full-
time position as a senior executive and corporate
In a global economic landscape characterised
adviser to MIH.
by rapid change, markets demand that we
In April 2011 Francois Groepe resigned as chief
adapt quickly. This requires rare skills
executive and director of Media24 to pursue an
to meet the challenges in each
acquisition and Esmaré Weideman was appointed
of the countries in which
in his stead.
we operate. Across
the group, skills
development
is critical to
We value the contribution made by our
people in so many countries. In a challenging
year, they have been innovative in achieving
most of the set goals. Their commitment,
and the guidance and support of the
Naspers board of directors, underpins our
sustainability.
26
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Skilled people
PREPARING FOR GROWTH
through the income statement. However, we
Over the past year the group continued to
believe this strategy is sound in view of positive
expand as evidenced by growth in revenue.
long-term growth prospects.
Although nuances shift from time to time, the
We aim to deliver value to our shareholders
growth strategy continues to have three legs
over the medium to longer term. We will work
namely organic growth of existing businesses,
closely with regulators and lawmakers to improve
pursuing acquisitions that add value and
the regulatory environment. We continue to
developing new technologies.
contribute to the communities we operate in.
Recent experience is that internet valuations
have become heady and value is diffi cult to fi nd.
As a consequence we are focusing somewhat
more on growing our businesses organically
and on developing new technologies. This will
dampen earnings in the year ahead as the cost
of developing these businesses are expensed
Koos Bekker
Chief executive
24 June 2011
NASPERS INTEGRATED ANNUAL REPORT 2011
27
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Risk management
Risk management is integral to the day-
to-day operations of our businesses. As
an international multimedia group with
activities in 131 countries, the group is
exposed to a wide range of risks that
may have serious consequences. The
diversified nature of the group, despite
adding complexity, assists in spreading
exposure.
RISK PHILOSOPHY
The group is committed to identifying and
managing risk in line with international best
corporate governance practice and applying the
relevant rules and regulations.
The board is responsible for the governance
of risk and is satisfied with the effectiveness
of the risk management process. The
risk committee (page 105), at which risk
management plans and processes are
presented, discussed and approved, was
established during the year. Risk registers of
significant risks facing the group are discussed,
as are management’s actions to control these
risks within board-approved ranges of tolerance.
The diversified nature of the group helps
to spread risk, particularly in relation to global
political and economic instability, market
development and currency fluctuations.
Identifying risk and developing plans to manage
risks are part of each business unit’s business
plan. These are assessed by the board annually.
RISK POLICY
The group’s risk profile is based on a
structured, formal and planned approach to risk
management. The identification, management
and reporting of risks are embedded in business
activities and processes.
The group’s revised risk policy applies to all
operations where Naspers has more than 50%
ownership and management control.
The board adopted a top-down road map
for the first-year implementation of the risk plan,
with areas of focus for the 2011 reporting year
spanning:
(cid:96) Naspers corporate
(cid:96) MIH corporate
(cid:96) Media24
(cid:96) MultiChoice South Africa
(cid:96) MultiChoice Africa (Nigeria)
(cid:96) BuscaPé, and
(cid:96) Allegro
We plan to roll out the policy to other entities
in the next financial year.
The policy applies to risks the group
faces in executing its strategy, operations,
reporting and compliance activities, and will
be reviewed annually. Some group companies
have specific risk management functions and
28
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
the Naspers risk committee is responsible for
ERM1 framework as well as the COBIT2 framework
reviewing these.
for information technology.
Risk management support advises on,
formulates, oversees and manages the risk
management system and monitors the group’s
risk profile, ensuring major risks are identified and
reported at the appropriate level in the group.
RISK FRAMEWORK
The Naspers enterprise-wide risk management
(ERM) framework is designed to ensure
significant risks and related incidents are
identified, documented, managed, monitored and
reported in a consistent and structured manner
across the group. It is modelled on the COSO
Material issues and how we manage these
Some material risks are outside our control and
other factors, besides those listed, may affect the
overall performance of the business. In spite of our
structured approach to risk identification, some
risks may be unknown at present and other risks,
currently regarded as immaterial, may become
material. An internal control oversight forum monitors
the system of internal control.
Naspers has operations in 131 countries, each
facing a unique set of risks, particularly regarding
regulation.
1 COSO ERM: The Committee of the Sponsoring Organisations of the Treadway
Commission Framework for Enterprise-wide Risk Management.
2 COBIT: Internationally accepted framework for IT governance.
NASPERS INTEGRATED ANNUAL REPORT 2011
29
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Risk management (continued)
At present the following major group risks are evident among a wide range of
potential exposures:
Material issue
Most of our businesses are subject to extensive regulations.
Naspers operates in 131 countries, each with a set of regulatory and compliance
obligations that affect the group’s operations.
South Africa’s exchange control regulations require approval for transactions outside
the common monetary area. If approvals are not received this could hinder our
ability to make foreign investments.
The Naspers group has a decentralised operational control environment, while
operating in entrepreneurial, international businesses.
The geographical spread of operations exposes us to a variety of economic, social
and political risks. Certain countries in which we operate have faced diffi culties due
to political instability, currency fl uctuations, interest rates, bankruptcies, stock market
declines, terrorist attacks, corruption, threats and ransom, epidemics and other
factors that may materially harm our businesses.
We do not exercise control over our minority investments and the value of our stake
in such investments could decrease if these businesses adopt strategies or take
actions contrary to our preferred strategies and actions.
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30
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
How we manage the issue
A regulatory and legal compliance programme has been implemented in the group.
Regular reviews of applicable legislation by in-country legal resources.
Communication of regulatory issues to decisionmakers.
Working with government agencies and regulators.
Participating in public processes on new regulations.
Naspers complies with the South African Reserve Bank’s regulations.
It complies with conditions under which approval for transactions outside the
common monetary area are granted.
A top-down approach to governance ensures policies are aligned between
businesses and subsidiaries where we have management control.
Governance documents and processes reviewed by respective boards, company
secretaries and Naspers’s internal control oversight forum (ICOF).
Group risk and internal audit functions monitor compliance and alignment.
In exercising the business strategy we perform regular country and business
reviews. We diversify markets we invest in, monitor economic, social and political
issues and take appropriate actions.
The group seeks to be represented on the boards and audit committees of these
entities and, where possible, to have a voice in material decisions.
It also regularly monitors the performance and operations of these businesses.
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NASPERS INTEGRATED ANNUAL REPORT 2011
31
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Risk management (continued)
Risk management (continued)
Material issue
Material issue
Signifi cant investments might not be monetised effectively according to shareholder
expectations, which could lead to a decline in their valuation of Naspers.
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Technology is an integral part of our operations.
We may be caught off-guard by the pace of new technologies or start-ups, or
deploy new technologies too slowly or ineffectively.
We may not detect social, technical or economic shifts before our competitors do.
Competitors in our markets may threaten the position of our companies and
associates. Competition includes new or traditional players as well as new products
and services. Loss of market share and scale may place pressure on margins.
The group’s pay-television services are mostly delivered to subscribers via satellite.
Satellites are subject to damage or destruction, which may disrupt the transmission
of services.
Protracted power failures will affect revenues negatively.
Unauthorised access to our pay-television programming signals.
32
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
How we manage the issue
How we manage the issue
Naspers communicates with its investors, aiming to provide insight into our
operations while protecting our competitive advantage and complying with stock
exchange listing requirements.
Segmental results enable the investment community to form an opinion of the
valuation of individual businesses in the group.
Regular impairment tests are performed and reported on in terms of investments.
Continued focus on emerging technologies in own products and services.
Acquiring companies that have developed new technologies and demonstrated
relevance in our segments and markets.
Focus on engineering resources and implementing recruitment programmes for
the best engineers.
Regular strategy reviews on how to respond to changing competitive landscape.
First to market with products and services we believe hold promise.
Establish complementary businesses, reducing dependency on single elements of
the value chain.
Regular market reviews including reviews of operational statistics.
Acquiring new players or new technologies that may enhance or increase
longevity of our platforms.
Procedures to augment the availability of services range from back-up capacity to
built-in redundancy. The cost of these measures is considered against the impact
and likelihood of the risk occurring and consequently, in some cases, satellites or
other key components remain unprotected or only partially protected.
Installation of back-up power supplies where feasible.
Regularly upgrading conditional access technology.
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NASPERS INTEGRATED ANNUAL REPORT 2011
33
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Risk management (continued)
Material issue
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Our level of debt could affect our business. Our ability to make payments on our
debt depends on our operating performance, which is in turn subject to risks that
may be outside our control.
If fi nancial institutions where the group invests its surplus cash experience signifi cant
fi nancial diffi culty, the group could suffer losses.
Dislocations in credit and capital markets may make it more diffi cult for us to borrow
money or raise capital to fi nance expansion of our existing businesses or make
acquisitions.
The group reports in South African rand and this exchange rate may vary against
other currencies. In addition, in several markets, the group has substantial input
costs in foreign currencies. The movements of these currencies could have a
negative or positive impact on our income or expenses. Unrealised and realised
currency translation gains or losses may distort the group’s financial accounts.
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We rely on the skills of a few key individuals with detailed knowledge of our business
and the markets in which we operate. Unanticipated loss of these individuals may
disrupt the business.
Implementing a healthy, safe workplace at both administrative and production
facilities in line with local legislation and regulations.
Incidents at any of our facilities resulting in death or serious injury while on duty may
also result in criminal liability, fi nes and penalties for the company, its directors and/
or offi cers.
34
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
How we manage the issue
The group has a conservative approach to its debt profi le, based on considering
the adequacy of internal free cash fl ow resources in servicing debt and the level
of investments it makes.
Debt-bearing capacity is reviewed and approved by the board.
Naspers has a treasury policy approved by the risk committee that governs
distribution of cash resources (and thus the impact of a loss) and the grade of
fi nancial institutions. Cash resources are frequently monitored by management.
A treasury report is presented to the risk committees of major subsidiaries.
Constantly monitor credit markets to determine optimal time to arrange funding.
Ensure the group has spare debt capacity to tide it over in times of diffi culty.
Spread maturity of debt facilities.
Maintain a balanced portfolio of cash-generating and early stage businesses.
Comply with IFRS. Management explains the impact of changes in exchange
rates on results in its analysis to stakeholders.
The group has a policy to hedge some of its operational foreign currency
exposures, where possible.
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Succession plans and talent pipelines are developed by our key businesses and
reviewed annually by the relevant human resources and remuneration
committees.
Perform health and safety audits.
Consequences of non-compliance with relevant local regulations are
communicated to management and remedial action taken where appropriate.
Relevant risk committee monitors exceptions and progress.
Comprehensive risk audits are performed annually at these facilities to ensure
compliance with policies, procedures and legislation.
Naspers has a comprehensive group-wide directors and offi cers (D&O) liability
insurance policy as well as relevant short-term insurance.
NASPERS INTEGRATED ANNUAL REPORT 2011
35
THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Balancing people, profi t
and our planet
Naspers
recognises
that
sustainable
development
Naspers connects people by playing a signifi cant
developmental role in the markets where it operates.
Education has been one of our group’s most important contributions
to the African continent. In this fi eld we contribute to improving
literacy levels through various forms of print media (from newspapers
and economic, social and
to school books), electronically through television, which opens up
environmental protection are global
the world to many people, and through social networking.
imperatives that result in both
Through SuperSport, Naspers has become by far the prime
opportunities and risks for business.
funder of sport across the continent, while promoting associated
Naspers as a leading media company
social and economic goals (page 78). This applies especially to
aims to position itself to meet such
soccer.
challenges.
M-Net’s initiatives have stimulated the South African industry by
As Naspers expands its business, it
partnering with local fi lm-makers and content producers to assist
aims to contribute to the communities
emerging talent to make programming with universal appeal for its
in which it operates; develop its
Africa Magic and Mzansi Magic channels.
own people; contribute to general
Naspers’s internet platforms focus on e-commerce, communities,
economic prosperity; and minimise its
content, communication and games. These have brought products
impact on the environment.
and services previously inaccessible in some markets to our users.
In formulating this policy, areas
Environmentally our most direct impact is from print media.
in which the group can make a
Our internet businesses inherently have a lower impact on
meaningful contribution to sustainable
the environment. Through some of their trading activities they
development in the markets in which
stimulate buying and selling used or recycled goods in a paperless
it operates, were analysed, facilitating
the integration of these aspects
environment, and strive to make a difference, for example Allegro’s
allforplanet initiative (page 90).
into day-to-day operations and the
As we expand our international presence in emerging markets,
formulation of strategy.
the focus will remain on sustainable development. We want to
Extract from Group Sustainable
contribute to the communities in which we operate, develop our own
Development Policy 2010
people, contribute to economic prosperity at national and individual
Sustainable development
level, and minimise our impact on the environment.
36
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Value added statement
for the year ended 31 March 2011
Revenue
Cost of generating revenue
Value added
Income from investments
Wealth created
Wealth distribution:
Employees
Salaries, wages and benefits
Providers of capital
Finance cost
Dividends paid
Governments
Total tax paid
Reinvested in the group
Depreciation, amortisation and capital items
Retained earnings
31 March
2011
R’m
33 085
18 501
14 584
4 085
18 669
5 972
2 271
1 389
882
4 033
6 393
2 037
4 356
18 669
31 March
2010
R’m
27 998
15 399
12 599
3 096
15 695
4 953
1 656
883
773
3 675
5 411
2 949
2 462
15 695
Distribution of wealth
34%
22%
34%
23%
2011
12%
2010
11%
32%
32%
(cid:116) Paid to governments
(cid:116) Paid to providers of capital
(cid:116) Paid to employees
(cid:116) Reinvested in the group
NASPERS INTEGRATED ANNUAL REPORT 2011
37
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Strategy
STRATEGIC FOCUS
We are building a leading group of
international media and e-commerce
platforms to give users entertainment,
trading opportunities, information and
access to friends wherever they are.
In the process we create value for
shareholders, attract innovative and
motivated employees and contribute
to the communities we operate in, to
ensure a sustainable business for the
future.
HOW WE DO THIS
(cid:96) Sustain organic growth of the business
combined with some investments.
(cid:96) Focus on markets with higher growth
EXAMPLES OF OUR STRATEGY IN ACTION
(cid:96) E-commerce platforms were initially simple.
We have since expanded into a number of
verticals and service a number of e-commerce
opportunities.
(cid:96) Pioneering e-commerce in Africa with
kalahari.net.
(cid:96) Attained leadership in India in local social
potential, where we can achieve sustainable
network services and games, with Tencent as a
positions.
partner.
(cid:96) Increase the number of users accessing our
(cid:96) Mail.ru’s listing on the London Stock Exchange
internet products and services, and deepen
and increase in value.
their engagement with us.
(cid:96) In Latin America and Eastern Europe we
(cid:96) Expand the pay-television subscriber base –
are growing our core internet business and
maintain a local approach and innovative
broadening our base by rolling out new services.
technology.
(cid:96) Continue working with regulators.
(cid:96) Attract the best talent – train and develop
employees.
(cid:96) MultiChoice’s South African DStv subscriber
base now delivers entertainment to 3,5 million
households. The Compact bouquet, which
targets the emerging market, has grown steadily.
(cid:96) Use our expertise and resources to benefit
(cid:96) Innovation at Irdeto with the development of its
local communities where we operate.
internet media business.
38
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
NASPERS ACROSS THE GLOBE
For a fuller understanding of the Naspers group in context, we summarise some key indicators of our
major operating regions.
Population
millions
Internet
population
millions
Mobile
population
millions
GDP
US$bn
PPP*
GDP
per capita
US$
Latin America (Brazil, Argentina and Mexico)
359
120,7
309
4 350
12 121
India
China
Russia
1 189
81,0
670
4 046
3 403
1 337
421,0
747
9 872
7 384
139
41,0
231
2 147
15 446
Africa and Middle East
1 201
117,4
546
3 227
2 687
Source: CIA Factbook and ITU
* Purchase power parity
LOOKING AHEAD
Focusing on the internet we plan to expand the
group through a combination of organic growth
countries, but is less regulated than television
or print in most countries. Competition in pay
television has increased sharply in South Africa
and acquisitions and to deliver value to our
after new licences were issued. Many other
shareholders over the medium to longer term.
countries on the continent are following the
Stringent processes apply when evaluating
same trajectory.
investment opportunities.
CHALLENGES
Each business unit in the Naspers group
Key challenges include:
(cid:96) Attracting and retaining the right people.
(cid:96) Infl ated internet asset valuations, which
faces its own set of competitors. This adds
make acquisitions diffi cult.
complexity but reduces group risk, since we are
(cid:96) Ability to innovate in a changing
unlikely to be wiped out by a single competitor
technological environment to sustain growth.
or technological shift. The group approach to
(cid:96) Achieving the right balance when rolling
risk management is detailed on page 28.
out governance initiatives across a group
Globally the regulatory environment for media
operating in 131 countries, while
and broadcasting is changing. The internet
encouraging those businesses to be
is subject to at least some legislation in all
innovative and entrepreneurial.
NASPERS INTEGRATED ANNUAL REPORT 2011
39
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Strategy (continued)
STAKEHOLDER ENGAGEMENT
Naspers has a broad range of stakeholder groups and these differ by region. Broadly, the group deals
with stakeholders through:
(cid:96) employee newsletters, surveys, management briefings and intranet sites
(cid:96) one-on-one meetings with suppliers, business partners and opinion formers
(cid:96) feedback from readers through channels such as letters to editors and social media
(cid:96) interaction with readers/users/subscribers and the community as well as the cultural community
through hosted or sponsored cultural events
(cid:96) participation in industry groups to develop shared practices
(cid:96) frequent engagement with our shareholders
(cid:96) policy engagement with regulators, and
(cid:96) engaging with local communities through corporate citizenship activities.
40
NASPERS INTEGRATED ANNUAL REPORT 2011
Performance review
W
E
I
V
E
R
E
C
N
A
M
R
O
F
R
E
P
Reaching out
through the internet,
broadcast and print media
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Financial review
This review sets out highlights of the group’s financial performance for the past
year. Full details appear in the annual financial statements.
OVERVIEW OF GROUP RESULTS
During March the group refinanced its RCFs.
The group achieved a solid performance over
These were increased to US$2bn and the tenure
the past year, increasing consolidated revenues
extended to 2016. The facilities bear interest at
by 18% and core headline earnings were up
USD LIBOR plus 1,75% before commitment and
13%. These results were underpinned by
utilisation fees.
a diversified portfolio and a strong financial
position.
Major areas of growth were the internet and
pay-television businesses. Worldwide the internet
industry continued its expansion from which
most of our internet businesses benefited. The
resilience of our pay-television operations in an
REVENUES
Consolidated revenues expanded by 18%
to R33bn. Consolidated internet revenues
(excluding associates) were up 36%, while
growth of the subscriber base saw pay-television
revenues increase by 19%.
increasingly competitive environment underscores
TRADING PROFIT
the benefit of quality content, although rising
costs will place margins under pressure. Our print
media business experienced a limited recovery
in advertising revenues, whilst the technology
business was able to improve margins.
CORPORATE ACTIVITIES
Consolidated trading profit, which includes
finance cost on transponder leases, but excludes
intangible amortisation, other than software and
other gains/losses lifted 7% to R5,8bn. The
reduction in margins was largely the result of
higher costs in the pay-television business.
The group issued a seven-year US$700m bond,
NET INTEREST COST
with a coupon rate of 6,375%. The proceeds
Net interest cost on cash and loans increased
were used to partly pay down an offshore
from R286m last year to R575m, the result of
revolving credit facility (RCF).
funding investments with debt.
42
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
THE NASPERS
GROUP
GROUP
PERFORMANCE
PERFORMANCE
REVIEW
REVIEW
CORPORATE
CORPORATE
GOVERNANCE
GOVERNANCE
SUMMARISED
SUMMARISED
ANNUAL FINANCIAL
ANNUAL FINANCIAL
STATEMENTS
STATEMENTS
SHAREHOLDER
SHAREHOLDER
AND CORPORATE
AND CORPORATE
INFORMATION
INFORMATION
EQUITY-ACCOUNTED RESULTS
financial statements on page 141. As regularly
Our core earnings from equity-accounted
reported to shareholders the board maintains
associates grew to R3,6bn, mostly from strong
the view that core headline earnings is an
performances at Tencent and Mail.ru Group.
appropriate measure of the group’s sustainable
DILUTION GAIN
The reported dilution gains of R1,5bn are solely
operating performance, as it excludes once-off
and non-operating items.
theoretical, arising mainly from the contribution of the
group’s stake in Mail.ru into the newly listed entity.
CASH FLOWS AND STATEMENT OF
FINANCIAL POSITION
CORE HEADLINE EARNINGS
This earnings performance delivered positive
free cash flows of R4bn. Our funding structure
Core headline earnings for the year grew 13% to
remains sound with total consolidated net
R6bn. A calculation of headline and core headline
debt, excluding satellite leases of R3,9bn. This
earnings is detailed in the summarised annual
represents a net debt:equity ratio of 10%.
Core headline earnings
Core headline earnings growth
Compounded annual growth rate: 41%
R’m
7 000
6 000
5 000
4 000
3 000
2 000
1 000
0
2004
2005
2006
2007
2008
2009
2010
2011
NASPERS INTEGRATED ANNUAL REPORT 2011
43
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Financial review (continued)
SIGNIFICANT ACQUISITIONS
Details of signifi cant acquisitions appear in the
summarised annual fi nancial statements on
page 144.
SUMMARISED AND ANNUAL FINANCIAL
STATEMENTS
The summarised annual fi nancial statements
appear on page 130 of this integrated annual
report. The full annual fi nancial statements for the
year ended 31 March 2011 are enclosed with
this report and are also available on our website
at www.naspers.com.
+27%
compound
growth
per annum
(Compounded
growth over 10 years:
27% per annum)
Proposed dividend per N share:
270 cents per share
270
235
207
180
156
120
70
25
30
38
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
44
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review
Naspers is a leading media group in emerging markets with
assets diversifi ed across internet, pay television and print
media in markets with strong growth potential.
Internet – internet platforms in Eastern and Central Europe, China,
Russia, Latin America, Africa, India and south-east Asia. Services
include e-commerce, communities, communication, social networks,
entertainment and mobile value-added services.
Pay television – pay-television subscriber platforms in South
Africa and sub-Saharan Africa outside South Africa. Naspers also
develops underlying content protection and access
management technologies for internet,
pay-television and mobile platforms.
Print media – magazines,
newspapers, printing, distribution
and book-publishing businesses
in South Africa and sub-Saharan
Africa outside South Africa and print media
investments in Brazil and China.
Smart platforms
NASPERS INTEGRATED ANNUAL REPORT 2011
45
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Internet
Internet
Revenue*
EBITDA*
Trading profit*
R’m
15 000
12 000
9 000
6 000
3 000
0
R’m
4 000
3 500
3 000
2 500
2 000
1 500
1 000
500
0
R’m
3 500
3 000
2 500
2 000
1500
1 000
500
0
2010
* including associates on a proportionate basis
2011
2010
* including associates on a proportionate basis
2011
2010
* including associates on a proportionate basis
2011
46
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
EUROPE
Sector focus
Mobile
value-added
services
Portal
Social
network
services
Community
Payment
platforms
E-commerce
IM
Email
Games
The principal revenue sources are
Geographically, the European portfolio spans
e-commerce, classifi eds, payment services,
23 countries through three main businesses:
comparison shopping, advertising, fee-
Mail.ru Group in Russia, the Allegro Group in
based value-added services and gaming.
Poland and Ricardo group in Switzerland.
NASPERS INTEGRATED ANNUAL REPORT 2011
47
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Internet (continued)
The Allegro Group provides mainly fi xed-price
e-commerce transaction platforms (over 85%
of all transactions) as well as auctions, classifi ed
advertisements (general auto, jobs and real
estate), price comparison services and payment
systems in 17 territories. Allegro continues to
deliver strong growth with transactions increasing
by 25%, gross merchandise value by 16% and
revenue by 20% to PLN667m (R1,6bn). While
Poland is still the core market for this group,
international operations are now starting to
contribute.
In the recent past the Mail.ru Group was
transformed by the merger with Digital Sky
Technologies (DST) and its listing on the London
Stock Exchange. After listing, Naspers holds
29% of Mail.ru Group. Full details on
Mail.ru Group’s performance are available on
www.corp.mail.ru.
48
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Mail.ru Group manages leading social networking
The Ricardo group performed well
and social entertainment platforms. It also
during the year, delivering revenue growth
houses leading kiosk payment and jobs
of 30% and expanding both its range
classifi eds operations, with small stakes in
of services and geographic footprint. In
non-Russian assets such as Facebook, Zynga
November 2010 Ricardo acquired 70%
and Groupon. Mail.ru Group recorded strong
of the leading Danish fashion classifi eds
growth, with revenue rising 86% to US$275m.
business, Trendsales.dk. Subsequent to
Gadu-Gadu is the largest instant
year-end, Ricardo acquired 70% of leading
messaging (IM) community in Poland, where
Italian shopping comparison company,
the group impaired R492m of goodwill and
7Pixel, strengthening the group’s position in
intangible assets since growth has lagged.
this e-commerce segment.
NASPERS INTEGRATED ANNUAL REPORT 2011
49
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Internet (continued)
SOUTH-EAST ASIA
Sector focus
IM
Email
Mobile
value-added
services
(MVAS)
Social
network
services
Portal
Community
E-commerce
Games
Payment
platforms
MIH’s interests in India and the rest of south-
Sanook! remains the leading local portal
east Asia continue to grow organically and
through acquisitions.
In India the ibibo partnership with Tencent
has enabled this business to strengthen its
knowledge of social platforms and social
gaming. ibibo is the fi rst company in India to
create a business model focused on virtual
in Thailand, despite diffi cult conditions in that
country. As in India MIH has established a joint
venture with Tencent to develop the social games
and communications platform.
In the Philippines Sulit maintained its status as
a top local website and launched classifi eds cars.
Lelong is a market leader in online auctions and
has expanded with an online mall, SuperBuy.
goods and commerce, spanning shopping,
MIH expanded its interest in south-east Asia
travel, an ad network and a payment platform.
by acquiring 76% of Multiply, a company
moving from social media to e-commerce.
50
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
CHINA
Sector focus
Mobile
value-added
services
(MVAS)
Portal
Community
Social
network
services
Payment
platforms
IM
Email
Games
Search
E-commerce
T encent’s excellent performance refl ects the
Total internet users in China grew 19% to the
outstanding management team and employees
end of 2010, while internet penetration increased
of Tencent, led by Ma Huateng.
to 34%, exceeding the global average for the
Tencent (34% interest through MIH) recorded
fi rst time. Although the growth of China’s internet
good fi nancial and operating results for the year
user base has slowed as its scale increases, the
in an increasingly competitive market. The rapid
internet has become part of people’s everyday
growth of the internet industry in China enabled
life. Competition for users continues to increase,
Tencent, through its persistent focus on user
however, as internet companies are extending
experience, to extend the growth of its core
and diversifying their offerings.
platforms.
Core operating platforms again recorded
good growth as Tencent launched new online
NASPERS INTEGRATED ANNUAL REPORT 2011
51
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Internet (continued)
137 million peak concurrent users
games to diversify its portfolio and broaden its
user base. The QQ instant messaging platform
recorded peak concurrent users of 137 million in
March 2011, a new milestone. The online gaming
industry in China. Tencent also continues to invest
business achieved above-industry growth in
heavily in network and platform security. This was
2010, entrenching it as a leading games business
intensifi ed after a security scare in the fourth quarter
globally. Massively multiplayer online games and
of 2010, which caused disruption to users.
advanced casual games were key drivers.
During the year Tencent made strategic
QQ Games registered healthy growth and provided
investments in a few international markets including
a platform for other Tencent online games.
Russia, India, south-east Asia and the USA.
Community internet value-added services also
These include a 7,6% interest in Mail.ru Group
registered solid growth.
and a majority stake in Riot Games, a US-based
Tencent continues to increase its investments
developer and publisher of online games.
in research and development capability, technical
Total revenue for the year to 31 December
infrastructure and personnel development. In
2010 was RMB19,6bn (US$2,9bn), up 58% on
addition, to enrich the content offered to users,
the prior year. Profi t attributable to equity holders
Tencent has adopted an open-platform strategy,
was RMB8bn (US$1,2bn), 56% higher year-on-
allowing third parties to develop applications for
year. As Tencent is listed on the Hong Kong Stock
its platform. Tencent platforms are already playing
Exchange, extensive further details are available
an essential role in building a collaborative internet
on its website www.tencent.com.
52
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
MIDDLE EAST AND AFRICA
Sector focus
MXIT
Mobile
value-added
services
(MVAS)
Portal
Social
network
services
Community
IM
Email
Payment
platforms
Games
E-commerce
kalahari.net is the leader in South African
brands and genres), digital content (e-books and
e-commerce with an estimated 20% share of
e-music), and reducing non-performing lines.
business-to-consumer e-commerce (excluding
kalahari.net pioneered a fi rst in Africa by
travel). This electronics and general merchandise
launching MarketPlace during the year. This
business is geared to selling books, CDs, DVDs,
platform allows third-party sellers to offer their
games and consumer electronics. kalahari.net
products, new and pre-owned, alongside
has maintained its focus on growing revenue
kalahari.net in a secure and trusted
through range expansion (increased electronic
environment. This year also saw the launch of
kalahariAds.net, an online classifi eds site.
NASPERS INTEGRATED ANNUAL REPORT 2011
53
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Internet (continued)
During the year MIH acquired 25% of Dubizzle
Limited, the leading online classifi eds provider in
the United Arab Emirates (UAE).
MIH Internet Africa owns 51% of Korbitec,
which provides services to legal, property and
banking stakeholders, as well as other players
in the property value chain. During the past year
Property24.com, South Africa’s leading property
portal, was integrated with Korbitec to build a
consumer-focused property e-commerce hub.
54
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
LATIN AMERICA
Sector focus
Mobile
value-added
services
(MVAS)
IM
Email
Social
network
services
Community
Games
Payment
platforms
E-commerce
BuscaPé, our e-commerce business in Latin
In August 2010 MIH acquired a majority stake
America, continued to grow. BuscaPé offers
in OLX, a leading classifi eds platform. This
comparison shopping (BuscaPé and BondFaro),
market segment is dynamic and very competitive.
a platform for classifi ed advertisements
In December 2010 MIH acquired Level Up!
(QueBarato), payment platforms (Pagamento
Holdings, the leading massive multiplayer online
Digital and PagosOnline) and related services.
(MMO) operator in Brazil, with a lesser stake
Movile, our mobile value-added services
in Level Up! Philippines. This business does
provider, entrenched itself as one of the leading
not develop games but distributes, markets
such players in Latin America. It now also
and operates games from several different
facilitates mobile payments for digital goods.
developers.
NASPERS INTEGRATED ANNUAL REPORT 2011
55
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review (continued)
Pay television
Revenue
EBITDA
Trading profit
R’m
25 000
20 000
15 000
10 000
5 000
0
2010
2011
R’m
7 000
6 000
5 000
4 000
3 000
2 000
1 000
0
R’m
6 000
5 000
4 000
3 000
2 000
1000
0
2010
2011
2010
2011
SOUTH AFRICA
The MultiChoice DStv subscriber base grew
by 637 000, bringing the number of subscribers
for the year to 3,5 million. This includes the entry
level bouquet, Easyview, which has minimal
subscription. The Compact bouquet, targeted at
the emerging market, recorded solid growth
of 376 000 subscribers in the year, and now
reaches more than 1 million households.
Overall growth was boosted by excellent sales
during the 2010 Fifa World Cup and decoder
price specials. The launch of a new operator
stimulated interest in pay television. An entry-
level bouquet, DStv Lite, was well received, while
the DStv Premium and Select bouquets continued
Add to friends!
to grow.
56
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
The popular personal video recorder (PVR)
decoder recorded sales growth of 117 000 to end
on 480 000, aided by the introduction of a lower-
priced two-tuner high-defi nition PVR.
Several new channels are improving the
viewer’s experience, ranging from entertainment
and movies to documentaries and sport. These
include Food Network, SONY MAX, KidsCo and
Afro Music.
The launch of Mzansi Magic was fun (page 60).
The channel showcases locally produced South
African entertainment and features fi lms, comedy,
music specials, talk shows, documentaries,
Sevens or Super rugby?
series and dramas.
NASPERS INTEGRATED ANNUAL REPORT 2011
57
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Pay television (continued)
The high-defi nition (HD) offering also continued
service is available to
to grow. With the latest additions (M-Net Movies 1
HD, Discovery HD, SuperSport HD and a 24-hour
DStv Premium
subscribers
HD English Premier League channel), there are
with PVRs, providing 20 hours
now six HD channels on DStv.
of the most popular television series and sports
SuperSport’s production of the 2010 Fifa World
magazine shows for up to seven days after
Cup in South Africa was extensive. In addition
broadcast. The online service can be accessed
to a dedicated 24-hour channel in HD, all
using a personal computer through the DStv
matches were offered in four languages (English,
website and provides premium content, including
Portuguese, Zulu and Sotho) and preceded by
movies, series, sporting action, children’s shows
an hour of intensive build-up. Match analyses by
and documentaries.
international and local guests, as well as exclusive
For a deeper understanding of viewing
content from Fifa’s behind-the-scenes cameras,
behaviour on the DStv platform, an audience
added to the experience. There were also four
measurement tool, DStv-i, was launched. The
daily live magazine shows, a dedicated website,
reporting panel currently comprises some
roving cameras at match venues, reporters in
4 000 DStv households, and is being used
Lagos and Nairobi, all broadcast from a multi-
by both the advertising industry and internal
stage, purpose-built HD studio.
stakeholders.
A catch-up service, DStv On Demand, was
The DStv Mobile service, using digital video
launched on the set-top box and online. The
DStv’s 15th birthday
58
NASPERS INTEGRATED ANNUAL REPORT 2011
broadcasting – handheld (DVB-H)
technology, was launched in
December 2010. The service can
be accessed on a DVB-H-enabled
cellphone or via MultiChoice’s new
mobile television decoder, the Drifta.
This is a separate device that receives
the DStv mobile broadcast signal
and relays it to enabled devices
such as laptops, PCs, tablets and
smartphones.
DStv Mobile is a long-term
opportunity that will require
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Recommend this
signifi cant investment. The technology
and business models are still evolving
globally and it will take some years to
generate returns on this investment.
However, it is important for the
development of South Africa’s engineering
capability in information and communication
technologies to constantly experiment on the
cutting edge of new technologies.
MWEB introduced an uncapped internet
service, a fi rst for the South African market.
This has led to more affordable internet rates in
South Africa.
NASPERS INTEGRATED ANNUAL REPORT 2011
59
THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review Pay television (continued)
CASE STUDY – MZANSI MAGIC
Given rapid changes to the DStv viewer base in South Africa, M-Net
has remodelled popular shows. Launched in July 2010, Mzansi Magic
now showcases entertainment, comedy and local programmes. Mzansi
is meeting the needs of Compact and Premium viewers, including the
rapidly expanding black middle class.
Mzansi Magic was shaped through dialogue with actors, musicians
and comedians in the industry. The channel aims to play a role in
stimulating the development of the South African film-making industry,
particularly for emerging talent.
REST OF AFRICA
In the rest of Africa MultiChoice recorded
SuperSport continued its football
good growth despite the launch of additional
coverage in Angola, Ghana, Nigeria,
competitors in most markets. The DStv
Kenya and Zambia. It expanded its coverage to
subscriber base increased by 340 000 to end
include basketball in Nigeria and Angola.
the year on 1,44 million households.
The HD offering was increased to include
The launch of a new satellite, and the
M-Net Movies and SuperSport HD.
subsequent successful migration of subscribers,
For the DStv English market, new channels
allows us to broadcast more channels.
include eTV Africa, Food Network, Kingdom Africa
A new bouquet, DStv Compact PLUS, was
and SONY MAX. Our Portuguese markets on
launched for subscribers wanting additional
DStv Bué Facil can now enjoy AXN HD Biography,
sports channels in the mid-level tier. A low-cost
Fine Living, Historia, Jim Jam, TV Brazil and Zone
Portuguese bouquet, DStv Bué Facil, aired in
Reality. Premium subscribers received additional
Angola and Mozambique.
value with the launch of DStv On Demand.
Our focus on localising programming in Africa
Competition is growing rapidly, from both
included launching a Nigerian news channel,
new entrants and existing participants. This
NN24, and expanding the Kenyan
has significantly increased the cost of content,
news channel K24 to more countries.
especially sports rights.
60
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Technology
Revenue
EBITDA
Trading profit
R’m
1 500
1 200
900
600
300
0
R’m
200
150
100
50
0
R’m
150
120
90
60
30
0
2010
2011
2010
2011
2010
2011
Irdeto is developing solutions combining various
Highlights of the year include:
products and services to address pay-media
(cid:96) 18 million conditional access (CA) secure
operator requirements. These solutions gained
units delivered, 17% up. From 2011 CA
as operators capitalised on the combination of
units shipped will increasingly include
broadcasting and broadband delivery to extend
Cloaked CA units, Irdeto’s software product
their offerings. These services are designed to
using advanced Cloakware technology
appeal to online viewing (fixed or mobile) and
(cid:96) further expansion of facilities and teams in
with new connected devices such as iPads.
Asia
Consolidating products and services has also
(cid:96) 71 new engineers added worldwide, and
delivered savings, such as a single interface to
(cid:96) 24 patents granted.
clients using multiple Irdeto products, resulting
in better margins.
Irdeto applied Cloakware technology to the
products and services of major global brands
for online ecosystems, such as Logitech, Sony
Internet TV, D-Link and Softbank Mobile. A new
security service, ActiveCloak™, was launched
to dynamically manage digital assets across
their lifecycles. These include video, games and
e-publications distributed online to
multiple devices.
NASPERS INTEGRATED ANNUAL REPORT 2011
61
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SHAREHOLDER
AND CORPORATE
INFORMATION
Operational review (continued)
Print media
Revenue*
EBITDA*
Trading profit*
R’m
12 000
10 000
8 000
6 000
4 000
2 000
0
R’m
1 500
1 200
900
600
300
0
R’m
1 000
800
600
400
200
0
2010
* including associates on a proportionate basis
2011
2010
* including associates on a proportionate basis
2011
2010
* including associates on a proportionate basis
2011
SOUTH AFRICA
The South African print media
interests are held in Media24.
Revenue growth was recorded, with advertising
revenue improving modestly. However, trading
profi t and EBITDA declined in part due to
the implementation of a new enterprise
resource planning (ERP) system.
Newspapers
Media24 Newspapers continued to optimise
the structure of its businesses. Cost savings were
achieved through improved effi ciency, and there
was a strong focus on the quality of content. The
division’s central investigative reporting team was
expanded and secured several scoops during the
year. However, newspaper subscriptions were
affected by severe implementation problems with
the abovementioned ERP system.
Subscribe to Rapport
62
NASPERS INTEGRATED ANNUAL REPORT 2011
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INFORMATION
The Sunday newspaper,
City Press, was redesigned and
its editor-in-chief won the National
Press Club’s editor of the year award.
Sake24, our Afrikaans broadsheet
business section, increased
readership after being refocused.
Our medium-term goal is to
rebuild the profi tability of this division
through cost management and market
development, while sharpening our
focus on editorial excellence.
24.com, the largest internet
publisher in South Africa, has
been repositioned in the Media24
newspaper division to ensure these
brands can capitalise on opportunities
provided by the rapidly growing mobile and
tablet markets. 24.com grew monthly visitors
by some 40% across its network of sites.
Magazines
Muted conditions for the global magazine
industry continued. We started developing
digital businesses based on our magazine
content.
Our editorial teams continued to boost their
standing in the local industry. In addition to
individual editors and journalists winning several
national awards, Media24 Magazines led the
prestigious annual Pica Awards (page 91).
NASPERS INTEGRATED ANNUAL REPORT 2011
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INFORMATION
Operational review Print media (continued)
Paarl Media
The Paarl Media group has streamlined
its operations while increasing its
footprint to include one more factory
in KwaZulu-Natal. Technical and
machinery upgrades were undertaken
in all nine facilities. As a result, Paarl
Coldset became the first African
member of the prestigious Wan-
IFRA Quality Club.
A distribution network, Shoppers
Friend, has been established in
Gauteng, offering retailers direct
access to consumers.
Paarl Media has significantly
increased its footprint in Africa.
Book publishing
Jonathan Ball Publishers is the leading
NB Publishers group
increased its market share
among South African trade
publishers and remains
the leading domestic trade
publisher. Other highlights
included 35 literary awards
won by NB Publishers and its
authors during the year.
The educational publishers
were less successful,
except for Via Afrika Smile,
which benefited from higher
demand for supplementary
educational material.
Subsequent to year-end
Media24 entered into an
agreement to sell its stake in
certain educational businesses
supplier of general books to the South African
in the Via Afrika group. The agreement is
market.
subject to conditions.
64
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SHAREHOLDER
AND CORPORATE
INFORMATION
Look and learn
BRAZIL
The group has a 30% interest in Abril, the leading
magazine publisher in Brazil. Abril has a 45% share of
Brazilian magazine circulation and 64% of the magazine
advertising market. During the year four new titles were
launched. The printing and distribution businesses were
stable. Late in 2010 Abril acquired a majority stake in the
leading Brazilian indoor screen display business, Elimidia.
CHINA
The group has minority stakes in Xin’an Media
Corporation, a newspaper publisher in the fast-
growing second-tier city Anhui in Hebei province,
as well as in BMC, which operates a leading Beijing
newspaper, the Beijing Youth Daily.
NASPERS INTEGRATED ANNUAL REPORT 2011
65
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SHAREHOLDER
AND CORPORATE
INFORMATION
Non-fi nancial review
Social review
Naspers takes its responsibility to the communities in which it
operates seriously. We promote the well-being of society, our
customers and our employees, by contributing to initiatives that
improve quality of life in these communities.
HOW WE DO THIS
Community
(cid:96)(cid:3)We encourage employees to report areas
where the group might be failing in its
(cid:96) We operate in various countries and
business conduct and values through
endeavour, where feasible, to employ local
secure channels.
citizens.
(cid:96)(cid:3)We endeavour to comply with local
(cid:96)(cid:3)We contribute to the communities in which
employment laws.
we live and work. In some we contribute to
educational programmes.
(cid:96)(cid:3)We conduct business fairly, ethically and with
integrity. Our code of ethics defi nes our
culture.
(cid:96)(cid:3)In South Africa we support previously
disadvantaged businesses by actively seeking
such suppliers.
Our people
(cid:96)(cid:3)We invest in the continuous development of
our people.
(cid:96)(cid:3)We encourage our employees to contribute
to sustainability and innovation initiatives.
(cid:96)(cid:3)We respect the rights of our employees and
their diversity.
66
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SUMMARISED
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SHAREHOLDER
AND CORPORATE
INFORMATION
Transformation
Transformation is a strategic imperative for
Department of Trade and Industry’s code of
Naspers to ensure we comply with local
good practice for broad-based black economic
legislation and that our workforces reflect local
empowerment (BBBEE). Media24 retained its level 4
demographics. Across the group, there are
status on its BEE scorecard with a recognition
various initiatives to develop appropriate skills
level of 125% by virtue of it being rated as a
and responsible procurement practices.
value-added supplier.
Eight years ago Media24 established a
MultiChoice maintained its status as a
transformation forum to monitor elements
level 4 contributor, further investing in employment
of the South African black economic
equity, skills development and preferential
empowerment scorecard. The forum
procurement. After its successful empowerment
includes senior management from each
transaction in 2006, when 120 000 new
business unit.
shareholders were introduced, the group has
In recent years Media24 has made
maximum points in shareholding on the scorecard.
progress with its transformation aims. These
MultiChoice also scores well on employment
are monitored against a scorecard for the
equity (75%) and preferential procurement (87%).
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
AND CORPORATE
INFORMATION
Non-financial review (continued)
Direct empowerment
Broad-based black economic empowerment
Yizani and the scheme was extended by two years
(BBBEE)
PHUTHUMA NATHI
to December 2013. This proactive step has given
Welkom Yizani shareholders a better opportunity to
profit from their original investment.
Through a combination of shareholding in Naspers
and the Phuthuma Nathi share schemes, black
Black economic empowerment partners
South African individuals and groups own 30% of
Media24, MultiChoice and other group companies
MultiChoice South Africa. The Phuthuma
have combined their buying power in South
Nathi 1 and 2 share schemes were launched in
Africa in a centralised bargaining company,
2006 and 2007 respectively. Since inception,
CommerceZone. Suppliers’ BEE performance is
the share schemes have received over R1bn in
evaluated against specific criteria and they are
dividends and were used to reduce debt. As the
expected to boost their annual BEE rating.
debt is reduced, the value of Phuthuma Nathi grows.
The MultiChoice preferential procurement
In terms of the scheme rules, Phuthuma Nathi
programme supports the development of small,
shares can be traded after a five-year lock-up
medium and micro enterprises (SMMEs). In
period. The lock-up period for Phuthuma Nathi 1
addition, these SMMEs are given opportunities to
ends in December 2011 and for Phuthuma Nathi 2
tackle larger-scale projects, enabling entrepreneurs
in March 2012.
to develop their skills and capabilities. The last
At launch, MultiChoice announced it would use
three years have seen a lifting of MultiChoice’s
its best endeavours to provide a trading platform for
preferential procurement spend – from 47% in 2009
Phuthuma Nathi shares once the five-year lock-up
to 87% in 2011 on BEE-compliant companies. This
period ends. We are developing such a platform.
equates to over R4bn spent with BEE-compliant
companies.
WELKOM YIZANI
In addition to its own empowerment initiatives,
In 2006 Media24 launched the biggest BBBEE share
MultiChoice buys large numbers of decoders from
offer in the print media industry, Welkom Yizani,
a local manufacturer. This has created employment
resulting in eligible black people and groups owning
opportunities in the areas of manufacture, logistics
some 25% (directly and indirectly) in Media24
and sales. MultiChoice has 113 agencies, all
Holdings. In December 2009 to mitigate the impact
owner-managed businesses. About 28 of these are
of the recession on the value of these shares,
owned by black individuals. R24m was invested in
Naspers wrote off R330m of its funding in Welkom
this project in the past year.
68
NASPERS INTEGRATED ANNUAL REPORT 2011
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ANNUAL FINANCIAL
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SHAREHOLDER
AND CORPORATE
INFORMATION
Furthermore, enterprise development initiatives
have created more than 1 500 jobs across the
Paarl Media group.
Employees
MultiChoice plays an important role in economic
growth in Africa, contributing directly and indirectly
to job creation. Some 5 000 jobs were created by
us in the past 18 months in South Africa alone,
with indirect employment representing 44% of
the growth. Learnerships comprise 16% of direct
employment, ensuring skills development in the
informal sector. The major area of employment
creation in the indirect market stems from additional
staff in agencies, larger installer teams, content
creation and facilities maintenance and upgrades.
Employment equity
Naspers values diversity in its workforce. The
breakdown of the group’s annual employment
equity reports, reflecting classifications to the South
African Department of Labour, is shown below.
Number
of employees
20 000
15 000
10 000
5 000
0
15 932
12 958
2010
2011
Distribution of employees
17%
25%
3%
11%
44%
(cid:116) MultiChoice SA
(cid:116) Media24
(cid:116) Allegro
(cid:116) BuscaPé
(cid:116) Other operations
Media24’s workforce
MultiChoice’s workforce
2%
54%
2011
44%
21%
2011
79%
(cid:116) Disabled
(cid:116) White
(cid:116) Black
(cid:116) White
(cid:116) Black
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
AND CORPORATE
INFORMATION
Non-financial review Employees (continued)
EMPLOYEE BENEFITS
Retirement benefits
EMPLOYEE RELATIONS
The group complies with labour legislation in its
Some countries in which we operate have
areas of operation. In South Africa, MultiChoice
statutory retirement benefit funding. In others, and
and Media24 submit statutory reports.
where appropriate, the group provides retirement
The risk of child labour and forced or
benefits for full-time employees, primarily as
compulsory labour is low in the group. Where
monthly contributions to defined-contribution
children are used in local productions, strict
pension and provident funds. The assets of these
compliance to their regulated conditions of
funds are generally held in separate trustee-
employment is enforced.
administered funds.
TRAINING AND SKILLS DEVELOPMENT
Investing in skills development is a priority for
the group, given the strategic importance of
technology and intellectual property to our
sustainability in a competitive market.
In the review period, MultiChoice spent
over R17m on skills development initiatives.
Medical aid benefits
These include the New Managers Programme,
Medical aid membership is compulsory in most
Management Advancement Programme
group operations, with the employer contributing
and Media Management Programme, which
a portion of the monthly premium.
cover training from supervisory to executive
Some group companies provide post-
management levels.
retirement healthcare benefits. This entitlement is
As technology is at the core of MultiChoice’s
based on an employee remaining in service until
business, skills development is multifaceted. The
retirement age and completing a minimum service
company’s learnership programmes combine
period.
vocational education and training modules
towards qualifications registered on the National
Equity ownership
Qualifications Framework (NQF).
To retain the skills on which our sustainability
During the year MultiChoice filled 249
depends, most group companies grant share
learnership and internship positions, covering
options/share appreciation rights to employees
customer care, DStv Online, finance, human
under a number of equity compensation plans.
resources, broadcast technology and IT. These
70
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
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INFORMATION
programmes give prospective and new graduates
the administrative skills base in sports bodies in
experience in the real world. Some of the
Africa. Since its inception in 2006, 120 sports
programmes implemented in our businesses were
administrators have graduated.
as follows:
Already entrenched as a world-class initiative,
(cid:96)(cid:3)38 engineering and technical positions at
SuperSport expanded the programme to Nigeria in
M-Net
2010, working with WBS and the Nigerian National
(cid:96)(cid:3)10 positions at SuperSport for practical
Sports Commission to focus on major event
involvement in production areas, and
management, leadership, corporate governance
(cid:96)(cid:3)46 positions for leadership and technical areas
and strategy. To date 20 graduates have benefited.
at MWEB.
Over the past year SuperSport has boosted
MultiChoice awarded 51 bursaries in 2011,
its training in Nigeria and Kenya, particularly
bringing total bursaries awarded since 2008
transferring television production skills to increase
to 161.
the talent pool of qualified crew. The Gain Insight
SuperSport’s partnership with Wits Business
From Training (GIFT) programme helps students
School (WBS) has contributed to expanding
develop skills in television production. At present
NASPERS INTEGRATED ANNUAL REPORT 2011
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INFORMATION
Non-fi nancial review Employees (continued)
69 students are enrolled. In addition, 15 trainee
crew members from Kenya and Nigeria joined their
South African counterparts for hands-on training
from SuperSport’s highly skilled production crew,
including during the 2010 Fifa World Cup.
Media24 invested some R23m in the current
fi nancial year to develop employees at various
levels. This included R9m to train current and
future journalists at its Journalism Academy,
producing 24 graduates in the past year.
Benefi ciaries of the academy programme,
some of whom are still enrolled, included:
(cid:96)(cid:3)13 bursary holders (three black, three coloured
and seven white)
following extensive research and development.
(cid:96)(cid:3)16 Academy interns (seven black, one coloured
In addition to the technical programmes, the
and eight white), and
academy offers Paarl Media employees skills and
(cid:96)(cid:3)eight post-bursary interns (two white, two
leadership courses. To enhance management
black, three coloured and one Indian).
Media24 also awarded 229
bursaries to employees for
part-time studies in 2011.
Following a study
of overseas training
programmes, Paarl
Media has taken the lead in
developing a world-class training
facility, the Paarl Media Academy
of Print. The outdated trade
training curriculum
has been
replaced by new
apprenticeship programmes,
72
NASPERS INTEGRATED ANNUAL REPORT 2011
skills in the industry, Paarl Media’s leadership
development programme (through business
schools of Stellenbosch, Wits and other
institutions) concentrates
on developing people
at all management
levels (supervisory
to executive). The
leadership pipeline
programme ensures
potential leaders are
identifi ed for further
advancement and future
management positions.
The academy, an Institute of
THE NASPERS
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Sectoral and Occupational Excellence (ISOE),
the Junior Staff Exchange programme. This
is an accredited training provider with MAPPP/
programme gave 10 talented technologists the
FPM Seta. It has been awarded international
opportunity to spend three months at other
accreditation by City & Guilds, Britian’s leading
Naspers companies.
vocational awarding body.
MIH also recognises the importance of
In our international businesses, mainly internet
retaining its experienced technologists and
operations, we aim to attract young engineers.
engineers. By recognising a select group
Training and development is thus key to our
as MIH Distinguished Technologists, we
strategy of operating leading internet platforms
encourage senior engineers. The award includes
in emerging markets.
involvement in group-wide projects and was
We create opportunities for young
given to 11 technologists in 2011.
entrepreneurs by sponsoring a technology
Naspers also sponsors 30 students at
incubator where 10 recent graduates are
postgraduate level in new media studies at
implementing their ideas for new businesses,
Stellenbosch University. Graduates of the
guided by experienced engineers and project
Media Lab programme have been successfully
managers.
employed in group companies.
Internationally, young engineers and
Irdeto stepped up its collaboration with some
technologists are incentivised to further their
20 universities worldwide through internships,
careers in the MIH Internet group through
joint research and summer schools.
CASE STUDY – SUPERSPORT IN KENYA
SuperSport held a three-month training exercise in Kenya where South African crew participated in
covering local football to give Kenyans practical experience in all fi elds of television production.
We trained over 40 operators. After securing the use of the main stadium in Kenya and with assistance
from the Kenyan Premier League,
11 fi rst-division practice matches provided
practical training for trainee crew members.
Productions were recorded and reviewed in the
classroom to show trainees what they
did well and where they needed to improve.
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
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INFORMATION
Non-fi nancial review (continued)
Corporate citizenship
COMMUNITIES
The group is active in its communities, focusing on literacy and educational
programmes in Africa.
Given the nature of its business, MultiChoice plays a key role in its communities.
Aiming to achieve a sustainable impact on the country’s socio-economic
challenges, MultiChoice companies have implemented various initiatives.
Project
Benefi ciaries
Community development
initiatives
Invested over R50m in donations and
airtime.
Apex Awards
Industry skills development
l
i
s
e
a
S
a
d
e
M
v
t
S
D
d
n
a
t
e
N
-
M
74
NASPERS INTEGRATED ANNUAL REPORT 2011
Recognising excellent results by advertisers
and agencies. In addition, over 30 charities
and NGOs received free airtime to create
awareness of various social causes.
(cid:96) Vuka Awards encourage pro bono public
service announcements for charities and
social causes. Over 170 entries were
received and 25 fi nalists’ work broadcast
on M-Net channels.
(cid:96) New Directions is targeted at directors
and scriptwriters – 75 entries were
received in 2010. Two fi lms and one
documentary produced will premiere on
Mzansi Magic.
(cid:96) EDit gives emerging fi lm and television
students real-life production opportunities.
Three reality pilots will be explored for
development and broadcasting on
Mzansi Magic.
THE NASPERS
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SHAREHOLDER
AND CORPORATE
INFORMATION
Project
Project
Benefi ciaries
Benefi ciaries
Naledi
Gogo Magic
)
d
e
u
n
i
t
n
o
c
(
Breast cancer awareness
i
l
s
e
a
S
a
d
e
M
v
t
S
D
d
n
a
t
e
N
-
M
Teaching grade 3 children to read and write.
(cid:96) 300 children in six schools in Gauteng and
Western Cape benefi ted in 2010.
Creates employment for disadvantaged
individuals by knitting beanies which are
distributed to orphans and vulnerable children.
(cid:96) 593 jobs from six communities in Gauteng
and Limpopo were created and 28 000
beanies distributed to children around the
country.
Financial support for trucks providing education
and testing for breast cancer in rural areas:
(cid:96) 1 365 women received mammography tests
(cid:96) 7 435 clinical breast examinations performed
(cid:96) 11 205 individuals received breast cancer
education, and
(cid:96) 27 000 pieces of educational material
distributed.
NASPERS INTEGRATED ANNUAL REPORT 2011
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INFORMATION
Non-fi nancial review Corporate citizenship (continued)
Project
Benefi ciaries
t
r
o
p
S
r
e
p
u
S
B
E
W
M
i
e
c
o
h
C
i
t
l
u
M
My 2010 Schools Adventure
Reducing crime in schools
through sports skills
development
Internet cafés and computer
training centres in townships
Film Talent Incubator
Introduced three additional
orphanages
Partnered with 2010 Fifa World Cup
and Department of Basic Education in a
programme with 7 500 schools.
Partnered with Unicef and Department
of Basic Education on a programme
to reduce crime and increase school
attendance through sport.
(cid:96) 450 schools were reached.
Donated R700 000 to Silulo Ulothu
Technologies to assist opening more
internet cafés and computer training
centres in townships.
(cid:96) Centres in Athlone, Blue Downs and
Gugulethu.
Skills and mentorship opportunities to
up-and-coming fi lm-makers through an
intensive hands-on course.
(cid:96) To date the fi lm industry has gained
64 skilled professionals who are
gainfully employed.
(cid:96) About R20m invested in this programme.
MultiChoice assisted three orphanages
in three provinces (North West, Northern
Cape and Mpumalanga) as part of its
programme to support orphaned children.
(cid:96) To date 10 residential facilities nationally
and over 1 000 children assisted.
76
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INFORMATION
Project
Benefi ciaries
Expanding computer labs in
schools
)
d
e
u
n
i
t
n
o
c
(
i
e
c
o
h
C
i
t
l
u
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MultiChoice Make a
Difference (MMAD)
Reach Out
Media development
a
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f
A
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o
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C
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Multimedia laboratories were installed in
eight schools in Eastern Cape, Free State
and Northern Cape. The laboratories
included computers, internet connectivity,
televisions and free DStv education
content. To ensure impact, teachers have
been trained in managing the resource and
integrating technology into teaching.
(cid:96) Through this programme over 28 000
learners have access to computers.
Employee involvement and volunteering in
community development.
(cid:96) Over 1 100 employees touched the lives
of some 2 000 community members.
DStv subscribers can get involved through
the Reach Out programme by nominating
their favourite social causes for a fi nancial
contribution from MultiChoice.
(cid:96) In 2010 the following homes received
support: Ikhaya Le Themba, SAVF
Belfast Kinderhuis, Knysna Education
Trust and Mother of Peace orphanage.
MultiChoice partners with CNN to
produce the CNN MultiChoice African
Journalist of the Year awards. The 2010
event was held in Uganda in May and
attended by President Museveni.
NASPERS INTEGRATED ANNUAL REPORT 2011
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Non-fi nancial review Corporate citizenship (continued)
MultiChoice has developed a social investment
strategy aligned to its aims. This will contribute
to broader South African transformation. The
strategy focuses on generating skills critical for
MultiChoice’s industry and consolidates its social
programmes into a single vehicle, DStv Be More.
Launched in 2005 SuperSport’s Let’s Play
received the best Social Responsibility in Sport
partnerships with, among others, Unicef, and the
prize at the Virgin Active Sport Industry Awards
departments of Basic Education and of Sport
for 2010. Let’s Play encourages primary school
and Recreation. During the 2010 Fifa World Cup,
children to participate in sport and has forged
Let’s Play partnered with the Local Organising
CASE STUDY – SUPERSPORT’S
INVOLVEMENT IN AFRICAN FOOTBALL
LEAGUES
SuperSport is involved with the soccer federations in
Nigeria, Kenya, Zambia, Angola, Ghana and Uganda. In some
cases, the fees SuperSport pays for rights to broadcast the
local soccer games constitutes as much as 75% of their
revenue. Our football consultant, Stanley Matthews, conducts
regular workshops which improve corporate governance,
administration and management of the leagues. SuperSport
assists with managing their websites and employs and
upskills locals and invests heavily in infrastructure such as
studios, outside broadcasting vans and the like. We help
the leagues to secure sponsorships and allow them to
participate in an exchange programme with the German
Bundesliga, where administrators, players and journalists
attend workshops in Germany. Spectator attendances have
increased rapidly since SuperSport became involved in the
federations, with Kenya as an example increasing on average
from 2 000 to 20 000 spectators per match.
78
NASPERS INTEGRATED ANNUAL REPORT 2011
Committee and the Department of Basic
Education in the My 2010 Schools Adventure
programme involving 7 500 schools. Through the
Let’s Play a Million project, 220 000 soccer balls
were distributed to schools and communities
throughout the country.
MultiChoice, in partnership with ministries
of education in African countries, established
MultiChoice Resource Centres as a learning tool
for learners in under-resourced schools. Nine
hundred of these centres are now operational in
28 countries – 172 new centres were rolled out
in the past fi nancial year. MultiChoice provides
THE NASPERS
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and installs decoders, televisions and DVD
community projects throughout South Africa
recorders. The DStv Educational bouquet is
focused on welfare, health and education. In
provided free to MultiChoice Resource Centres.
addition, its newspapers and magazines provided
The bouquet comprises eight educational
free editorial and advertising space to create
channels: History, National Geographic, National
awareness and harness support for a number of
Geographic Wild, BBC World, BBC Knowledge,
socio-economic issues in the country.
Discovery, Mindset Learn and Animal Planet. In
addition, educators in these schools are trained
to integrate this educational programming into
curricula.
Media24 wants all South Africans to read.
Accordingly, the company has invested in
numerous projects that educate, uplift and
develop, especially as regards literacy. In the
past year Media24 invested some R13m in
Project
Literacy
Volunteers24
Rachel’s Angels Empowerment Trust
Benefi ciaries
Move! Best Parent collaborated with Project Literacy
to roll out a series of adult literacy and training
programmes.
Media24’s employee volunteers supported a number
of initiatives, including renovating preprimary and
primary school classrooms in the Western Cape and
Gauteng. Awareness campaigns and fundraising
drives supported the National Cancer Association,
Heart and Stroke Foundation, Epilepsy Society and
Red Cross Society.
Media24’s mentorship programme, Rachel’s
Angels, is now in its fi fth year, with 20 participating
schools and 140 mentors from Stellenbosch
University providing mentorship and career advice
to senior learners from these schools.
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
AND CORPORATE
INFORMATION
Non-fi nancial review Corporate citizenship (continued)
(cid:96) Supports the International Federation of the
Red Cross and Red Crescent societies for food
security programmes.
(cid:96) Implemented a food tent at The House
orphanage in Berea that provides nutritional
food and skills development.
(cid:96) Provided fi nancial support and blankets to The
Haven Care Centre.
(cid:96) Sponsored a vehicle for Amado, an
organisation that empowers disabled children
through animal-assisted therapy.
(cid:96) Donated school clothes, stationery and food to
Prissked Charities.
(cid:96) Provided support to the Carel du Toit
Centre, which cares for children with hearing
disabilities.
(cid:96) Contributes annually to the Paarl Post
Christmas fundraising project in aid of the
Western Cape Community Chest.
(cid:96) Subsidised printing for the Society of the Blind
and Tsiba College.
(cid:96) Assisted Monte Christo Ministries with feeding
schemes at schools, soup kitchens and
hospitals.
(cid:96) Continuously donates to the National
Sea Rescue Institute and SOS Children’s
Village.
Paarl Media is active in its communities at both
social and environmental levels. Some of its current
projects include:
(cid:96) Established a R10m bursary trust for previously
disadvantaged students from the Paarl
community.
(cid:96) Assisted the Miqlat learning centre in Paarl East
with learning and computer resources.
(cid:96) Sponsors printing of The Big Issue, whose vendors
are mainly unemployed people from informal
settlements on the outskirts of Cape Town.
80
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COMMUNITY BENEFIT
MultiChoice reaches out to the local
communities in which it operates, supporting
initiatives such as disaster relief donations in
Uganda for the victims of mudslides in the
eastern part of that country and Farmer’s Day
celebrations in Ghana.
In Nigeria, MultiChoice supports the Sickle
(cid:96) Partnered with the Paarl Mountain Project to
Cell Foundation. We provide vehicles and
create employment opportunities in clearing the
advocacy support for the foundation by using
mountain of alien vegetation.
our platform to create awareness about the
(cid:96) Provided fi nancial assistance to Helping Hand
disease and provide information on treatment.
SA, a missionary organisation that distributes
In some businesses where we have minority
food, clothing and other goods to the poor.
investments, valuable work is also being done.
National Sickle Cell Centre, Lagos
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Non-fi nancial review Corporate citizenship (continued)
employees founded the Tencent Volunteers’
Association, which has more than 1 000
members. Among these are middle- and
high-ranking management headed by the chief
executive offi cer and the core backbone of
various departments. They use their spare time
to implement projects funded by the Tencent
Charity Foundation. These include educational
development and university talent development
projects. Other activities include help to the
(cid:96) The Tencent Charity Foundation donated
elders, safe internet surfi ng training for young
almost RMB10m (R10,4m) to construct school
people and donating clothing to disaster
buildings, dormitories and other infrastructure
regions.
to improve local educational quality and
(cid:96) In the Philippines, Sulit joined the Bayan-Anihan
school conditions in poor regions. Tencent
(“community harvest”) movement, a partnership
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AND CORPORATE
INFORMATION
between the Department of Agriculture and
year) by running charity auctions on
Gawad Kalinga anti-poverty organisation. This
www.ricardo.ch, supported by promotional
movement aims to address the pressing issue
marketing and employee volunteers. Ricardo
of hunger in the Philippines. To mark its fourth
also supported fundraising for the international
anniversary, Sulit organised the SULITulungan
Red Cross. Artworks incorporating a red cross
project – 23 employees and some 40 members
created by prominent people were auctioned
of the Sulit community built a farm and
on www.ricardo.ch. This project received the
provided sustainable living for families from a
prestigious Swiss Dialogue Marketing
village in Laguna region.
Prize 2011.
Health and
safety
(cid:96) Each year Level Up! uses viral marketing and
celebrity endorsements to encourage gamers to
donate blood in its Life Quest project, working
with the Apro Sangue Institute. To mark Tree
Day, Level Up! hosts a quiz on its website, with
player participation supporting the company’s
donation of some 200 trees to Tropical Flora.
(cid:96) OLX Argentina runs a computer donation
(cid:96) We aim to have an injury-free workplace.
programme to help schools, charities and not-
(cid:96) We perform health and safety risk
for-profi t organisations (NPOs) in their focus on
assessments at our facilities, supported by
education. Twelve organisations benefi ted from
training.
donations of computers and laptops in good
(cid:96) We monitor management’s actions through
condition. In addition, OLX supports numerous
operational, internal and external auditing and
NPOs focused on education, literacy,
reporting processes.
vulnerable children and people with disabilities.
(cid:96) A healthy workforce contributes to business
(cid:96) Ricardo participates in the largest
fundraising activity in Switzerland,
success. Several of our businesses provide
medical aid and wellness programmes for
Jeder Rappen zählt, (before Christmas each
their staff.
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SHAREHOLDER
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INFORMATION
Non-financial review Health and safety (continued)
backgrounds and receive training from Media24
on executing their jobs safely and effectively.
The nature of the print business, which owns
and manages distribution networks and printing
facilities, makes it the area in the Naspers group
with the greatest inherent risk for injuries on duty.
MONITORING
The Media24 safety, health and environment
committee, a subcommittee of the board,
monitors related issues in the Media24 group.
THE WORKPLACE
Implementing a healthy, safe workplace
at both administrative and production
facilities is a priority. Our aim is the lowest
Media24 and MultiChoice conduct annual health,
possible harm rate on duty. Where required,
safety and environmental compliance audits
health and safety committees – comprising
as well as building scans. Injuries on duty are
responsible, trained individuals – ensure
stringently monitored.
regulatory compliance. Appropriate medical
Tragically, a fire at Paarl Print in April 2009
emergency and disaster-recovery plans have
caused 13 deaths and serious injuries to four
been devised for operating businesses.
people, the worst in the group’s history. We
Annual occupational health and safety
deeply regret this loss of life and injury and our
risk-control audits or reviews are conducted
thoughts are still with those families. Group
by operational entities across the group and
companies assisted the families financially,
improvements implemented as required.
paying out almost R7m. A formal inquiry into
Significant matters are reported to and
the Paarl Print fire, in terms of Section 32 of
monitored by the Naspers risk committee.
the Occupational Health and Safety Act, was
Media24’s distribution and printing
operations make extensive use of
contractors and organisers. Most of
completed in June 2010. A report has
been prepared in terms of this act, and
based on information received from the
these are from previously disadvantaged
Department of Labour it is anticipated
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that this report will be made available in the
MultiChoice offers a range of wellness and
foreseeable future. Further information indicates
balanced lifestyle services to all employees on
that the report has been referred to the National
site, plus a Montessori nursery school for its
Prosecuting Authority for further action. Once the
Randburg employees.
report has been made available, it is possible that
Media24 has a wellness centre at its Cape
third parties may pursue civil claims against the
Town offi ces and certain printing facilities. Health
company. Paarl Print’s exposure in this regard,
services include hypertension and diabetes
after insurance reimbursement, is not expected
testing, free HIV/Aids counselling and testing,
to be material. We also assisted the families to
and a number of risk-control programmes.
submit claims under
the Compensation for
Occupational Injuries
and Diseases Act,
1993.
WELLNESS
Several wellness
programmes are
operated by group
subsidiaries in a
preventative approach
to employee health.
These range from
programmes to stop
smoking to HIV/Aids
tests. Regular medical,
eye and hearing tests are performed
on drivers and staff exposed to noise.
Professional and independent psychosocial
support is provided for staff in businesses.
Ongoing wellness support
is provided by mobile clinics
throughout the company.
HIV/AIDS
We are acutely aware of
the HIV/Aids pandemic in
Africa, and its social and
economic implications.
Comprehensive
programmes in Media24,
MultiChoice South Africa
and MultiChoice sub-
Saharan Africa outside
South Africa comprise:
(cid:96) information and
awareness
campaigns
(cid:96) voluntary free testing
(cid:96) free counselling, and
(cid:96) comprehensive medical
treatment programmes.
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Non-fi nancial review (continued)
Environment
Through improvement and sustainable technological innovation, Naspers
strives to create solutions that minimise its impact on the environment.
HOW WE DO THIS
(cid:96) We use environmentally sustainable resources
(cid:96) We perform risk assessments identifying
to meet our operational needs, and conserve
operations where our direct impact on the
non-renewable natural resources.
environment is most signifi cant.
(cid:96) Where possible, we use environmentally
(cid:96) We try using advanced technologies to reduce
responsible energy sources, invest in improving
the impact on the environment.
energy effi ciency and design energy-effi cient
(cid:96) Our printing operations apply leading
facilities.
emission-reduction technology to minimise
(cid:96) We aim to infl uence our suppliers to adopt a
and responsibly dispose of waste.
similar approach in supplying materials and
(cid:96) We monitor environmental compliance
services.
standards at our facilities and participate in
third-party reviews.
Naspers’s South African operations measured
(cid:96) We measure and report on our carbon footprint.
their gross carbon footprint with respect to
(cid:96) We respond to situations where operations
scope 1 and 2 emissions for the second year
have had an adverse effect on the
in accordance with the Greenhouse Gas (GHG)
environment.
protocol.
THE GREENHOUSE GAS (GHG) PROTOCOL
is an accounting tool used by business and governments. It was
created in 2001 when the World Resources Institute and the World
Business Council for Sustainable Development identifi ed a need
for consistency in how organisations accounted and reported
emissions and together introduced the new standard.
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The largest contributor to direct emissions
remains electricity. Given that the primary
source of electricity in South Africa is coal,
South African operations
which has a higher emission rate, electricity
131 522 859
accounts for 100% of scope 2 emissions (95%
kWh
of total emissions).
Continuous supply of good quality electricity
is vital to the continuity of our operations. The
group installed generators at some facilities to
ensure continuous supply of electricity, hence
mitigating the risk of disruptions.
The gross carbon footprint (scope 1 and 2)
is 141 081 (2010: 129 760) tonnes of CO2e.
The group measured direct emissions at some
12 locations across South Africa and will focus
on refi ning the process of collecting complete
123 105
6 655
2010
119 833 655
133 692
7 389
2011
Scope 1 CO2 tonnes
Scope 2 CO2 tonnes
Electricity usage
sets of data in the coming year. The printing
During the past year our usage of electricity
operations contribute 59% to the total carbon
decreased by 9%, whilst the GHG emission factor
emissions of the group.
for electricity increased by 10%.
NASPERS INTEGRATED ANNUAL REPORT 2011
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Non-financial review Environment (continued)
Greenhouse gases
Community outreach initiatives were also
3%
38%
implemented:
(cid:96) installing solar-powered traffic lights around the
MultiChoice campus in Randburg
(cid:96) installing e-waste bins for customers and
employees to safely dispose of obsolete
electronic devices such as decoders, remote
59%
controls, PCs etcetera, and
(cid:116) Logistics
(cid:116) Printing plants
(cid:116) Office buildings
(cid:96) Allegro in Poland has several initiatives under its
All For Planet Foundation (www.allforplanet.pl)
designed to assist the local community in
awareness in striving for a greener country,
as well as making certain investments in the
GREENHOUSE GASES
environment.
The operations of Naspers are diverse, ranging
from printing plants to transactional internet
platforms offering entertainment or products.
Each type of business has a unique effect on the
environment, requiring different responses to limit
these impacts.
In MultiChoice and Media24, a number of Think
Green initiatives have been implemented to
reduce our carbon footprint and support the
sustainability campaign.
Energy-efficiency initiatives introduced in
the past year include:
(cid:96) installing movement-activated lights
(cid:96) refurbishing air conditioners to reduce
electricity consumption
(cid:96) consolidating data centres, and
(cid:96) automatic hibernation of PCs.
Waste management initiatives included:
(cid:96) setting double-sided printing as a default to
reduce paper consumed, and
(cid:96) recycling office waste in a more appropriate
manner.
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Printing facilities
Informative programming ensures viewers
Paarl Media’s paper suppliers are based in South
are encouraged to protect their immediate
Africa and Europe. They continuously investigate
environment.
options to limit their environmental impact while
ensuring quality paper products are used in our
Internet
publications.
Internet platforms such as Allegro do more
Paarl Media was the first African printing
with less. Their core business includes online
organisation to receive the Forest Stewardship
shopping of pre-owned goods.
Council (FSC) chain-of-custody certification.
Contributions are also made in companies
This is an independent international verification
where we have minority stakes. Tencent’s
that printed products can be traced back from
Volunteers’ Association, with over 1 000
their point of origin to responsible, well-managed
employees, has held numerous tree-planting
forestry, controlled and recycled sources.
activities to build Tencent Green Forests in the
Paarl Media offers clients a range of
past five years. Tencent volunteers have planted
environmentally sustainable paper, leading
over 1 000 trees.
the South African print industry in recognising
the impact of print-production processes on
The environmental impact of our international
businesses is limited mainly to the use of
natural resources and implementing practices
electricity.
to eliminate emissions. The Paarl Media group
focuses on reduction and recycles all paper not
sold as part of the printed product to Mondi.
Equipment in the upgraded Paarl Media Cape
plant ensures that dust particles from the printing
process are collected and recycled.
Media24 produces mainly books, magazines
and newspapers. It recycles all unsold magazines
and newspapers. It uses its magazines and
newspapers as platforms to educate readers
about lowering their impact on the environment.
Pay television
Decoders are sourced from reputable suppliers
with a commitment to protect the environment.
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Non-financial review Environment (continued)
CASE STUDY – ALL FOR PLANET FOUNDATION
Allegro established its All For Planet Foundation in
November 2008 to encourage communities to think
green every day. It combines ecology with design
and music to revitalise public spaces through
sustainable design and city transport:
(cid:96) Bicycle racks supporting the sustainable
concept by:
(cid:116) promoting bikes as environmentally
friendly transport
(cid:116) combining design and usability
(cid:116) encouraging public opinion to discuss
city transport
(cid:116) supporting talented young Polish
designers, and
(cid:116) presenting a unique approach to
ecology projects in Poland.
(cid:96) Green backyards initiative encourages
local communities to take the ecology
initiative, starting small by changing
their own backyards. Each year Allegro
selects five backyards from hundreds of
applications sent in from all over the
country.
(cid:96) Recycling music creates musical instruments from used
advertising materials and barrels. Recently, the initiative was
recognised by Guinness World Records for the largest orchestra
playing on recycled instruments at the XVI Woodstock Festival.
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Regulatory environment
and fi nes
The group received no signifi cant fi nes for non-
some fi nes from the self-regulatory body, the
compliance in the past year.
Broadcasting Complaints Commission of South
Because MultiChoice operates in a highly
Africa. These relate to incorrect scheduling of
regulated environment in South Africa,
content due to human error and steps were
compliance is important. The company
taken to correct this.
participates in the regulatory process affecting
In the past year there were no environmental
the communications industry through various
accidents nor were any environment-related
public forums and debates, giving inputs on
fi nes imposed by any government. The group
formulating standards and strategies for this
will continue to refi ne its processes for managing
industry. MultiChoice and M-Net received
its impact on the environment.
Awards
Some of the prominent awards received by
our group companies:
(cid:96) ibibo
Star Youth Icon award at the third Global Youth Marketing
Awards 2011 for contributing to youth.
(cid:96) Media24 Newspapers
National Press Club Editor of the year 2010:
City Press editor-in-chief, Ferial Haffajee.
(cid:96) Media24 Magazines
Excellent performance at annual Pica Awards:
(cid:3) (cid:116) SARIE – Michélle van Breda, editor of the year
(cid:3) (cid:116) SARIE – consumer magazine of the year
(cid:3) (cid:116) Woolworths TASTE – published by New Media Publishing and
commissioned by Woolworths – client magazine of the year.
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Non-fi nancial review Awards (continued)
(cid:96) Paarl Media
(cid:116) First Africa member admitted to international WAN/IFRA Quality Club
(cid:3) (cid:116) Acknowledged by Mondi and Sappi for printing work.
(cid:96) NB Publishers
(cid:3) (cid:116) Hertzog prize for fi ction – 30 Nagte in Amsterdam by Etienne
van Heerden (Tafelberg)
(cid:116) University of Johannesburg début prize for creative writing –
Plaasmoord by Karin Brynard (Human & Rousseau)
(cid:3) (cid:116) University of Johannesburg prize for creative writing –
Reisiger by Elsa Joubert (Tafelberg)
(cid:3) (cid:116) Alba Bouwer prize for children’s literature – In die nimmer-immer-bos
by Linda Rode, illustrated by Fiona Moodie (Tafelberg)
(cid:3) (cid:116) Commonwealth Writers’ Prize best book Africa region – The Double
Crown by Marié Heese.
(cid:96) SuperSport
(cid:3) (cid:116) Let’s Play judged South Africa’s best social responsibility in sport
initiative at inaugural Virgin Active sport industry awards.
(cid:96) MultiChoice
(cid:3) (cid:116) Orange Index Awards – fi rst in telecommunication sector and fourth
overall (evaluation of all companies providing customer services)
(cid:3) (cid:116) Four Loerie Awards (evaluation of all creative media advertising
adjudicated by an expert panel)
(cid:3) (cid:116) First in FinWeek radio campaign of the year (evaluation of radio
advertising by an expert panel)
(cid:3) (cid:116) 21 Generation X Top Teas (research on all South African brands)
(cid:3) (cid:116) 12 Africa Promax Awards (Africa on-air creative marketing)
(cid:3) (cid:116) Four international Promax awards (international on-air
creative marketing)
(cid:3) (cid:116) First and joint second in Millward Brown (research company) ten
most-loved South African television ads.
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Corporate governance
E
C
N
A
N
R
E
V
O
G
E
T
A
R
O
P
R
O
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Conducting
our business
with integrity
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Corporate governance
INTRODUCTION
APPLICATION OF AND APPROACH TO KING III
The board of directors conducts
The board, its subcommittees, and the boards and
the group’s business with integrity
by applying appropriate corporate
governance policies and practices.
Naspers is a multinational media group with
operations in 131 countries including Africa,
South America, Europe, China, India, south-east
Asia and the USA. Its primary listing is on the
JSE Limited (JSE). The company is therefore
subject to the Listings Requirements of the JSE,
the guidelines in the King Code and Report on
Corporate Governance for South Africa 2009
(King III), as well as legislation applying to
publicly listed companies in South Africa.
Naspers also has a secondary listing of its
American Depository Shares (ADSs) on the
London Stock Exchange (LSE).
Compliance with both the JSE and applicable
LSE listings requirements is monitored by the
audit and risk committees of the board.
The board’s audit, risk, human resources
and remuneration and nomination committees
fulfil key roles in ensuring good corporate
governance. The group uses independent
subcommittees of subsidiaries MIH, MultiChoice
and Media24 made good progress in embedding
the appropriate principles and practices contained
in King III. The Naspers board approved
revised board and subcommittee charters. The
responsibilities of the audit and risk committees
were separated and new risk committees formed.
Similar changes were approved by the boards of
MIH, MultiChoice and Media24. A plan to address
aspects of King III was approved and implemented
for the in-scope entities for 2011.
A disciplined reporting structure ensures the
Naspers board is fully apprised of subsidiary
activities, risks and opportunities. All controlled
entities in the group are required to subscribe
to the relevant principles of King III. Business
and governance structures have clear approval
frameworks. The process to address the principles
of King III has been a top-down and bottom-up
approach.
Naspers has an internal control oversight forum
comprising the CFOs and risk and internal audit
managers of Naspers, MIH, MultiChoice, Media24
and the group company secretary and group
general counsel. The forum was tasked to ensure
external advisers to monitor regulatory
the Naspers group’s governance structures and
developments, locally and internationally, to
framework and King III implementation plan were
enable management to make recommendations
rolled out to in-scope entities in the group during the
to the Naspers board on matters of corporate
financial year. Progress was monitored by the audit
governance.
and risk committees and reported to the board.
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THE NASPERS
THE NASPERS
GROUP
GROUP
PERFORMANCE
PERFORMANCE
REVIEW
REVIEW
CORPORATE
CORPORATE
GOVERNANCE
GOVERNANCE
SUMMARISED
SUMMARISED
ANNUAL FINANCIAL
ANNUAL FINANCIAL
STATEMENTS
STATEMENTS
SHAREHOLDER
SHAREHOLDER
AND CORPORATE
AND CORPORATE
INFORMATION
INFORMATION
Set out below is a synopsis of changes to our governance framework during the past year:
New
governance
policies
introduced
(cid:96) Alternative dispute resolution policy
(cid:96) Directors’ right to take independent professional advice policy
(cid:96) Human resources and remuneration committee’s orientation policy
(cid:96) Investor relations policy
(cid:96) IT governance policy
(cid:96) Legal compliance policy
(cid:96) Nomination committee’s orientation policy
(cid:96) Risk committee’s orientation policy
(cid:96) Risk management policy
(cid:96) Sustainable development policy
Governance
policies
revised
(cid:96) Appointment of new directors policy
(cid:96) Audit committee’s orientation policy
(cid:96) Code of ethics and business conduct
(cid:96) Communication policy
(cid:96) Directors’ right to access information/documents policy
(cid:96) Group levels of authority
(cid:96) Orientation policy for new directors
(cid:96) Provision of services by independent auditor
(cid:96) Remuneration policy
(cid:96) Trading in securities policy
(cid:96) Whistle-blower policy
(cid:96) Risk committee charter
(cid:96) Board charter
(cid:96) Human resources and remuneration committee charter
(cid:96) Nomination committee charter
(cid:96) Audit committee charter
New
charters
introduced
Charters
revised
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
The composition of subcommittees of the
competence for group compliance with the
board and subcommittees of the boards of MIH,
relevant laws. The board further manages
MultiChoice and Media24 was reviewed and,
corporate governance via its audit and risk
where required, amended.
committees, which monitor the proper operation
The formalisation of our risk management
of such structures and systems and report to the
processes was a major focus. Details of the
board.
enterprise-wide risk management framework
Due to risk factors most notably the safety
appear on page 28.
of our executives in the emerging markets in
In terms of JSE Listings Requirements
which we operate and possible contraventions
reporting against King III applies for financial
of local privacy laws, the board has decided
year-ends from 1 March 2010. In line with
to report on the remuneration of executive
the overriding principle in King III of apply or
management of the company, not the group.
explain, the board, to the best of its knowledge,
As such, remuneration of the two executive
believes the group has applied or is embedding
directors is set out in the remuneration report on
processes in support of the relevant principles of
page 119. Other company employees perform
King III.
administrative functions.
King III provides that directors should have a
The board believes the current non-executive
working understanding of the effect of applicable
directors’ fee structure of a single annual
laws, rules, codes and standards on the
fee is more appropriate for the board and
company and its business. The company does
its committees and better reflects member
not interpret these provisions to mean the board
contribution.
should have legal expertise in all spheres in which
the company operates or be familiar with all
STATUS: NEW COMPANIES ACT
laws applicable to the company and its various
The impact of the new South African Companies
businesses, nor is it practical to do so, since
Act No 71 of 2008 (signed into law on 8 April
Naspers operates in 131 countries and in several
2008 and effective 1 May 2011) was a focus
subsectors of these economies.
over the past year. To comply with this act,
However, the Naspers board does ensure
shareholders will be asked to appoint the
adequate structures and systems are in
members of the audit committee and consider
place and populated with people of sufficient
special resolutions on directors’ fees and the
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
provision of loans and other financial assistance.
members is reported to this committee, along
A new memorandum of incorporation is being
with the manner in which the company’s
drafted and will be brought to shareholders for
disciplinary code was applied.
consideration and approval at the appropriate
Naspers is committed to conducting its
time. The new act provides transitional
business on the basis of complying with the law,
arrangements in terms of which Naspers has until
with integrity and with proper regard for ethical
1 May 2013 to adopt a new memorandum of
business practices. It expects all directors and
incorporation.
employees to comply with these principles and,
in particular, to avoid conflicts of interest and to
BUSINESS ETHICS STATEMENT
desist from insider trading, illegal anti-competitive
Naspers is formalising its compliance and ethics
activities and bribery and corruption.
management process. The group code of
Whistle-blowing facilities at most major
business ethics was revised during the year, and
subsidiaries enable employees to anonymously
is available on www.naspers.com.
report unethical business conduct.
This code applies to all directors and
employees in the group. Ensuring that group
COMPLIANCE FRAMEWORK
companies adopt appropriate processes and
Naspers has established a legal compliance
establish supporting policies and procedures is
programme formalising practices followed for
an ongoing process. Management focuses on
some time. The programme involves preparing
policies and procedures that address key ethical
and maintaining inventories of material laws and
risks, such as conflicts of interest, accepting
regulations for each business unit, implementing
inappropriate gifts and acceptable business
policies and procedures based on these
conduct.
laws and regulations, establishing processes
The human resources and remuneration
to supervise compliance and mitigate risks,
committee is the overall custodian of business
monitoring compliance, implementing effective
ethics. The disciplinary codes and procedures
training and awareness programmes and
of the various companies are used to ensure
reporting to the various boards and management
compliance with policies and practices that
on the effectiveness of these efforts.
underpin the overall code of business ethics.
The compliance programme is managed by
Unethical business behaviour by senior staff
the general counsel, André Coetzee, acting as
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
the chief compliance officer, while implementation
At 31 March 2011 the board comprised 11
at each business unit is undertaken by a local
independent non-executive directors, one non-
compliance officer and compliance committee.
executive director and two executive directors,
Each local compliance committee reports to the
as defined under the Listings Requirements of
chief compliance officer who, in turn, reports to
the JSE. Five directors (36%) are from previously
the relevant risk committees.
disadvantaged groups and three directors (21%)
Litigation in the business units is reported
are female. These figures are above the average
monthly by the respective heads of legal affairs
for JSE-listed companies.
to the general counsel, but material litigation
is notified to the general counsel as soon as
THE CHAIR
possible after it arises. The general counsel, in
The chair is an independent non-executive
turn, reports regularly on material litigation to the
director. He guides the board and ensures it is
applicable boards and risk and audit committees.
efficient, focused and operates as a unit. The
THE BOARD
COMPOSITION
responsibilities of the chair include:
(cid:96) Provide overall leadership to the board without
limiting the principle of collective responsibility
Details of directors at 31 March 2011 are set out
for board decisions, while being aware of
on pages 110 to 113.
individual duties of board members.
Naspers has a unitary board, which
(cid:96) In conjunction with the chief executive,
fulfils oversight and controlling functions.
represent the board in communicating
The board charter sets out the division of
with shareholders, other stakeholders and,
responsibilities. The majority of board members
indirectly, the general public.
are non-executive directors and independent of
(cid:96) Assisted by the board, its subcommittees
management, to ensure that no one individual
and the boards and subcommittees of
has unfettered powers of decision-making and
subsidiary companies, ensure the integrity and
authority. The roles of chair and chief executive
effectiveness of the governance process.
are separate.
(cid:96) Maintain regular dialogue with the group’s chief
Mr Boetie van Zyl acts as lead director in all
executive on operational matters and consult
matters not dealt with by the independent non-
with other board members on any matter of
executive chair.
concern.
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NASPERS INTEGRATED ANNUAL REPORT 2011
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
(cid:96) In consultation with the company’s chief
The functions and responsibilities of the chief
executive and secretary, ensure appropriate
executive include:
content and order of the agendas of board
(cid:96) Developing the company’s strategy for
meetings and that members of the board
consideration and approval by the board.
receive documentation promptly.
(cid:96) Developing and recommending to the board
(cid:96) Ensure board members are properly informed
the annual business plan and budget that
on issues arising from board meetings and
support the company’s long-term strategy.
that relevant information is submitted.
(cid:96) Monitoring and reporting to the board on the
(cid:96) Act as facilitator at board meetings to ensure
performance of the company.
a sound flow of opinions. The chair ensures
(cid:96) Establishing an appropriate organisational
adequate time is scheduled for discussions,
structure for the company to execute its
and that these lead to conclusions.
strategic planning.
(cid:96) Monitor how the board works together and
(cid:96) Recommending/appointing the executive
how individual directors interact at meetings.
team and ensuring proper succession
The chair meets with directors annually to
planning and performance appraisals.
evaluate their performance.
(cid:96) Ensuring the company complies with relevant
(cid:96) Preapprove all dealings in Naspers shares
laws, corporate governance principles,
by directors of the company and its major
business ethics and appropriate best
subsidiaries (as defined in the JSE Listings
practice.
Requirements).
THE CHIEF EXECUTIVE
ORIENTATION AND DEVELOPMENT
An induction programme is held for new
The chief executive reports to the board and
members of the board and key committees,
is responsible for the day-to-day business
tailored to the needs of individual appointees.
of the group and implementation of policies
This involves industry and company-specific
and strategies approved by the board. Chief
orientation, such as meetings with senior
executives of the various businesses assist
management to facilitate an understanding of
him in this task. Board authority conferred on
operations. Board members are also exposed to
management is delegated through the chief
the main markets in which the group operates.
executive, against approved authority levels.
The company secretary assists the chair with
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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PERFORMANCE
REVIEW
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GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
the induction and orientation of directors, and
(cid:96) Determine the group’s values and
arranges specific training if required.
incorporate these into the code of
The company will continue director
business ethics and conduct; ensure
development to build on expertise and develop
compliance with these codes is integrated
an understanding of the businesses and main
in the operations of the group.
markets in which the group operates. During the
(cid:96) Provide strategic direction to the company,
past year Prof Debra Meyer attended a media
take responsibility for the adoption of
course at Harvard.
CONFLICTS OF INTEREST
Potential conflicts are appropriately managed to
ensure candidate and existing directors have no
conflicting interests between their obligations to
the company and their personal interests. Any
interest in contracts with the company must be
formally disclosed and documented. Directors
must also adhere to a policy on trading securities
of the company.
INDEPENDENT ADVICE
Individual directors may, after consulting with
the chair or chief executive, seek independent
professional advice, at the expense of the
company, on any matter connected with
discharging their responsibilities as directors.
strategic plans.
(cid:96) Monitor the company’s social,
environmental and financial performance.
(cid:96) Monitor compliance with key laws, codes
and standards.
(cid:96) Identify material stakeholders and monitor
management’s process of engaging.
(cid:96) Approve the annual business plan and
budget compiled by management, take
cognisance of sustainability aspects.
(cid:96) Retain effective control of the company
and monitor management’s implementation
of the approved annual budget and
business plan.
(cid:96) Oversee preparation of and approve the
annual financial statements (for adoption
by shareholders), interim, provisional and
integrated annual reports (as reviewed
ROLE AND FUNCTION OF THE BOARD
by the audit committee) and ensure their
The board has adopted a charter setting out its
integrity and fair presentation.
responsibilities as follows:
(cid:96) Consider and, if appropriate, declare the
(cid:96) Determine the company’s purpose and key
payment of dividends to shareholders.
objectives.
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ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
(cid:96) Evaluate the viability of the company and
(cid:96) Communicate with shareholders and
the group as a going concern, and properly
relevant stakeholders appropriately.
record this evaluation.
(cid:96) Determine the selection and orientation of
directors.
(cid:96) Appoint the chief executive and financial
director, and ensure succession is
planned.
(cid:96) Establish appropriate subcommittees
with clear terms of reference and
responsibilities.
(cid:96) Appoint the chair of the board and its
subcommittees.
(cid:96) Annually evaluate performance and
effectiveness of directors, the board as a
(cid:96) Ensure processes are in place to resolve
disputes. Alternative dispute resolution will
be considered where appropriate.
(cid:96) Annually review the charters of the group’s
significant subsidiary companies’ boards,
and their self-assessment of compliance
with these to establish if the Naspers board
can rely on the work of the subsidiary
companies’ boards.
(cid:96) Review annually the charters of
subcommittees of the board.
whole and its subcommittees.
BOARD MEETINGS AND ATTENDANCE
(cid:96) Ensure the company governs risk
The board meets at least four times a year, or
adequately through risk management
systems and processes, which allow the
board to set tolerance levels.
(cid:96) Ensure there is effective risk-based internal
audit, which allows it to report on the
effectiveness of the company’s system of
internal controls in its integrated annual report.
(cid:96) Define levels of delegation for specific
matters, with appropriate authority
delegated to subcommittees and
management.
as required. The executive committee attends to
matters that cannot wait for the next scheduled
meeting. The board held five meetings in the
past financial year. Independent, non-executive
directors meet at least once annually without
the chief executive, financial director and chair
present, to discuss the performance of these
individuals.
The company secretary acts as secretary to
the board and its subcommittees and attends all
(cid:96) Determine the company’s communication
meetings. Details of attendance at meetings are
policy.
provided on page 114.
NASPERS INTEGRATED ANNUAL REPORT 2011
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
EVALUATION
determined that although some directors had
The nomination committee carries out the annual
served as members for nine years or longer, they
evaluation process. The performance of the board
all demonstrated that they were independent
and its subcommittees, as well as the chair of
in character and judgement and there were no
the board, against their respective mandates in
relationships or circumstances that were likely to
terms of the board charter and the charters of its
affect or could appear to affect their independence.
subcommittees, is appraised. The subcommittees
perform self-evaluations against their charters for
BOARD COMMITTEES
consideration by the board.
While the whole board remains accountable for
In addition, the performance of each director
the performance and affairs of the company, it
is evaluated by the other board members, using
delegates certain functions to subcommittees
an evaluation questionnaire. The chair of the
and management to assist in discharging
nomination committee discusses the results with
its duties. Appropriate structures for those
each director and agrees on any training needs
delegations are in place, accompanied by
or areas requiring attention by that director.
monitoring and reporting systems.
Where a director’s performance is not considered
Each subcommittee acts within agreed,
satisfactory, the board will not recommend his/her
written terms of reference. The chair of each
re-election.
subcommittee reports at each scheduled board
A consolidated summary of the evaluation is
meeting.
reported to and discussed by the board, including
The chair of each subcommittee is a non-
any actions required. The lead independent
executive director and is required to attend
director leads the discussion on the performance
annual general meetings to answer questions.
of the chair, with reference to the results of the
Two Naspers directors serve on the Media24
evaluation questionnaire, and provides feedback
safety, health and environmental committee.
to the chair.
The established board subcommittees are
The annual evaluation process showed that the
detailed below.
board and its subcommittees had functioned well
and discharged their duties as per the mandates
Executive committee
in their charters. Furthermore, the independence
This committee comprises a majority of non-
of each director was evaluated. The board
executive directors, one being the chair of the
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SHAREHOLDER
AND CORPORATE
INFORMATION
board, who also serves as the chair of the
This committee’s main responsibilities, in
executive committee, plus two executive
addition to its responsibilities in terms of the
directors. The executive committee acts for
Companies Act, are as follows:
the board in managing urgent issues when the
(cid:96) Review and approve the company’s
board is not in session, subject to statutory
integrated annual report, annual financial
limits and the board’s limitations on delegation.
statements, interim and provisional reports,
This committee met three times during the
and any other press releases with material
financial year. Details of attendance at meetings
financial or internal control impacts. Final
are provided on page 115.
approval rests with the board.
Audit committee
(cid:96) Review the viability of the company and the
group on a going-concern basis, making
This committee, chaired by Mr Boetie van Zyl,
relevant recommendations.
comprises only non-executive independent
(cid:96) Receive all audit reports directly from the
directors. All members are financially literate
external auditor.
and have business and financial acumen.
(cid:96) Annually review and report on the quality
The committee held four meetings during the
and effectiveness of the audit process,
past financial year. Details of attendance are
including assessing the external auditor’s
provided on page 115. The chief executive and
independence.
financial director attend committee meetings by
(cid:96) Evaluate the lead partner of the external
invitation.
auditor, who will be subject to rotation as
Both internal and external auditors have
required by regulations.
unrestricted access to the committee through
(cid:96) Present the committee’s conclusions on the
the chair. The internal and external auditors
external auditor to the board, preceding the
also report their findings to the committee with
annual request to shareholders to approve
members of executive management not in
the appointment of the external auditor.
attendance.
(cid:96) Approve the external auditor’s terms of
The chair of the board is not a member of
engagement and remuneration. Evaluate and
the audit committee, but may attend meetings
provide commentary on the external auditor’s
by invitation.
audit plans, scope of findings, identified
issues and reports.
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ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
(cid:96) Develop a policy for the board to approve
(cid:96) Confirm the appointment or dismissal of the
non-audit services performed by the external
head of the group’s internal audit function
auditor. Approve non-audit services provided
and periodically review his/her performance.
by the external auditor in accordance with this
Ensure the internal audit function is subject to
policy.
a periodic independent quality review.
(cid:96) Receive notice of reportable irregularities (as
(cid:96) Review internal audit and the risk committee’s
defined in the Auditing Profession Act) that
reports to the audit committee.
have been reported by the external auditor to
(cid:96) Review compliance with the requirements of
the Independent Regulatory Board for Auditors.
the JSE Limited, the United Kingdom Listing
(cid:96) Evaluate the effectiveness of internal audit,
Authority (UKLA) and the London Stock
including its purpose, activities, scope,
Exchange.
adequacy and costs, and approve the annual
(cid:96) Review procedures in light of the King Code
internal audit plan and any material changes.
on Corporate Governance.
(cid:96) Satisfy itself it has appropriately addressed:
(cid:96) Monitor compliance with board-approved
(cid:1) (cid:116)(cid:1)(cid:253)(cid:79)(cid:66)(cid:79)(cid:68)(cid:74)(cid:66)(cid:77)(cid:1)(cid:83)(cid:70)(cid:81)(cid:80)(cid:83)(cid:85)(cid:74)(cid:79)(cid:72)(cid:1)(cid:83)(cid:74)(cid:84)(cid:76)(cid:84)
(cid:1) (cid:116)(cid:1)(cid:74)(cid:79)(cid:85)(cid:70)(cid:83)(cid:79)(cid:66)(cid:77)(cid:1)(cid:253)(cid:79)(cid:66)(cid:79)(cid:68)(cid:74)(cid:66)(cid:77)(cid:1)(cid:68)(cid:80)(cid:79)(cid:85)(cid:83)(cid:80)(cid:77)(cid:84)
group levels of authority.
(cid:96) Evaluate:
(cid:1) (cid:116)(cid:1)(cid:71)(cid:83)(cid:66)(cid:86)(cid:69)(cid:1)(cid:83)(cid:74)(cid:84)(cid:76)(cid:1)(cid:66)(cid:84)(cid:1)(cid:74)(cid:85)(cid:1)(cid:83)(cid:70)(cid:77)(cid:66)(cid:85)(cid:70)(cid:84)(cid:1)(cid:85)(cid:80)(cid:1)(cid:253)(cid:79)(cid:66)(cid:79)(cid:68)(cid:74)(cid:66)(cid:77)(cid:1)(cid:83)(cid:70)(cid:81)(cid:80)(cid:83)(cid:85)(cid:74)(cid:79)(cid:72)(cid:13)(cid:1)(cid:66)(cid:79)(cid:69)(cid:1)
(cid:1) (cid:116)(cid:1)(cid:77)(cid:70)(cid:72)(cid:66)(cid:77)(cid:1)(cid:78)(cid:66)(cid:85)(cid:85)(cid:70)(cid:83)(cid:84)(cid:1)(cid:85)(cid:73)(cid:66)(cid:85)(cid:1)(cid:78)(cid:66)(cid:90)(cid:1)(cid:66)(cid:71)(cid:71)(cid:70)(cid:68)(cid:85)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:253)(cid:79)(cid:66)(cid:79)(cid:68)(cid:74)(cid:66)(cid:77)(cid:1)
(cid:1) (cid:116)(cid:1)(cid:42)(cid:53)(cid:1)(cid:83)(cid:74)(cid:84)(cid:76)(cid:84)(cid:1)(cid:66)(cid:84)(cid:1)(cid:85)(cid:73)(cid:70)(cid:84)(cid:70)(cid:1)(cid:83)(cid:70)(cid:77)(cid:66)(cid:85)(cid:70)(cid:1)(cid:85)(cid:80)(cid:1)(cid:253)(cid:79)(cid:66)(cid:79)(cid:68)(cid:74)(cid:66)(cid:77)(cid:1)(cid:83)(cid:70)(cid:81)(cid:80)(cid:83)(cid:85)(cid:74)(cid:79)(cid:72)(cid:15)
statements
(cid:96) Evaluate the nature and extent of the formal
(cid:1) (cid:116)(cid:1)(cid:78)(cid:66)(cid:85)(cid:85)(cid:70)(cid:83)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:84)(cid:74)(cid:72)(cid:79)(cid:74)(cid:253)(cid:68)(cid:66)(cid:79)(cid:68)(cid:70)(cid:1)(cid:83)(cid:70)(cid:81)(cid:80)(cid:83)(cid:85)(cid:70)(cid:69)(cid:1)(cid:67)(cid:90)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)
documented review of internal financial controls to
internal and external auditors, and any other
be performed annually by internal audit on behalf
parties, including implied potential risks
of the board. Weaknesses in internal financial
to the group and recommendations on
controls that are considered material (individually
appropriate improvements
or in combination with other weaknesses) and
(cid:1) (cid:116)(cid:1)(cid:78)(cid:66)(cid:75)(cid:80)(cid:83)(cid:1)(cid:86)(cid:79)(cid:83)(cid:70)(cid:84)(cid:80)(cid:77)(cid:87)(cid:70)(cid:69)(cid:1)(cid:66)(cid:68)(cid:68)(cid:80)(cid:86)(cid:79)(cid:85)(cid:74)(cid:79)(cid:72)(cid:1)(cid:80)(cid:83)(cid:1)(cid:66)(cid:86)(cid:69)(cid:74)(cid:85)(cid:74)(cid:79)(cid:72)(cid:1)
that resulted in actual material financial loss, fraud
issues, and
or material errors, to be reported to the board and
(cid:1) (cid:116)(cid:1)(cid:81)(cid:83)(cid:80)(cid:72)(cid:83)(cid:70)(cid:84)(cid:84)(cid:1)(cid:80)(cid:79)(cid:1)(cid:68)(cid:80)(cid:78)(cid:81)(cid:77)(cid:70)(cid:85)(cid:74)(cid:80)(cid:79)(cid:1)(cid:80)(cid:71)(cid:1)(cid:78)(cid:66)(cid:85)(cid:85)(cid:70)(cid:83)(cid:84)(cid:1)(cid:83)(cid:70)(cid:81)(cid:80)(cid:83)(cid:85)(cid:70)(cid:69)
in the integrated annual report.
by the internal and external auditors.
(cid:96) Approve for recommendation to the board the
(cid:96) Establish procedures for the receipt, retention
internal audit charter, which must be reviewed
and treatment of complaints received on
annually.
accounting, internal control, auditing matters,
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INFORMATION
risk management and management of other
(cid:96) Perform an annual self-assessment of its
fraudulent activities, including procedures
effectiveness, reporting these findings to the
for confidential, anonymous reporting by
board.
employees.
(cid:96) Annually evaluate the performance and
Human resources and remuneration
appropriateness of the expertise and
committee
experience of the financial director and the
The main objective of this committee is to fulfil
finance function, and disclose the results in
the board’s responsibility for the strategic human
the integrated annual report.
resources issues of the group, particularly the
(cid:96) Ensure a combined assurance model is
appointment, remuneration and succession of the
applied to provide a coordinated approach
most senior executives. The committee comprises
to all assurance activities, monitoring the
a minimum of three independent non-executive
relationship between external providers and
directors. Its responsibilities are outlined in the
the company. Coordination between internal
remuneration report on page 116.
and external auditors must be evaluated.
(cid:96) Report to shareholders at the annual
Risk committee
general meeting on fulfulling its duties in
The committee comprises a minimum of three
terms of the Companies Act during the
independent non-executive directors, as well as
financial year.
the chief executive and financial director. The
(cid:96) Execute assignments commissioned by the
chair of the board may not serve as chair of this
board.
committee.
(cid:96) Annually assess its charter and recommend
Members of the committee are individuals with
any required amendments for approval by
risk management skills and experience.
the board.
The committee’s responsibilities include:
(cid:96) Annually review the charters of significant
(cid:96) Review and approve for recommendation to
subsidiaries’ audit committees, and review
the board a risk management policy and plan
their annual assessment of compliance with
developed by management. The risk policy
these charters to establish if the Naspers
and plan are reviewed annually.
committee can rely on the work of the
(cid:96) Monitor implementation of the risk policy and
subsidiary companies’ committees.
plan, ensuring an appropriate enterprise-
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
wide risk management system is in place
INTERNAL CONTROL SYSTEMS
with adequate and effective processes
The company has a system of internal controls,
that include strategy, ethics, operations,
based on the group’s policies and guidelines,
reporting, compliance, IT and sustainability.
in all material subsidiaries and joint ventures
(cid:96) Make recommendations to the board on
under its control. For those entities in which
risk indicators, levels of risk tolerance and
Naspers does not have a controlling interest,
appetite.
the directors representing Naspers on these
(cid:96) Monitor that risks are reviewed by
boards seek assurance that significant risks
management, and that management’s
are managed and systems of internal control
responses to identified risks are within
are effective. Internal auditors monitor the
board-approved levels of risk tolerance.
functioning of internal control systems and
(cid:96) Ensure risk management assessments are
make recommendations to management and
performed regularly by management.
the audit and risk committees. The external
(cid:96) Issue a formal opinion to the board on the
auditor considers elements of the internal control
effectiveness of the system and process of
systems as part of its audit and communicates
risk management.
deficiencies when identified.
(cid:96) Review reporting on risk management that
All internal control systems have
is to be included in the integrated annual
shortcomings, including the possibility of
report.
human error or flouting of control measures.
(cid:96) Review annually the charters of the group’s
Even the best system may provide only partial
significant subsidiary companies’ risk
assurance. The group’s internal controls and
committees, and their annual assessment of
systems are designed to provide reasonable,
compliance with these charters to establish
and not absolute, assurance on the integrity
if the Naspers committee can rely on the
and reliability of the financial statements; to
work of these risk committees.
safeguard, verify and maintain accountability of
(cid:96) Perform an annual self-assessment of the
its assets; and to detect fraud, potential liability,
effectiveness of the committee, reporting
loss and material misstatement, while complying
these findings to the board.
with regulations.
The board reviewed the effectiveness of
controls for the year ending 31 March 2011,
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SHAREHOLDER
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INFORMATION
principally through a process of management
committee, with administrative reporting to the
self-assessment, including formal confirmation
financial director. A large part of the internal
per representation letters by executive
audit fieldwork is outsourced.
management. Consideration was given to
input, including reports from internal audit
NON-AUDIT SERVICES
and the external auditor, compliance and the
The group’s revised policy on non-audit services
risk management process. Where necessary,
provides guidelines on dealing with audit, audit-
programmes for corrective actions have been
related, tax and other non-audit services that may
initiated.
be provided by Naspers’s independent auditor to
Nothing has come to the attention of the
group entities. It also sets out services that may
board, external or internal auditors to indicate
not be performed by the independent auditor.
any material breakdown in the functioning of
The audit committee preapproves audit and
internal controls and systems during the year
non-audit services to ensure these do not impair
under review except for:
the auditor’s independence and comply with
(cid:96) weaknesses reported at Media24 with
legislation. Under our guiding principles, the
respect to the IT implementation of the
auditor’s independence will be deemed impaired
ERP system during the year and the
if the auditor provides a service where he/she:
consequential inadequate and ineffective
(cid:96) functions in the role of management of the
internal controls over the circulation
company, or
process.
(cid:96) audits his/her own work, or
(cid:96) serves in an advocacy role for the company.
INTERNAL AUDIT
An internal audit function is in place throughout
IT GOVERNANCE
the group. This is an independent appraisal
Information technology (IT) governance is
mechanism that examines and evaluates the
integrated in the operations of the Naspers
group’s procedures and systems, including
businesses and, for many, specifically the
internal controls, disclosure procedures and
internet businesses, at the core of their
information systems, ensuring these are
operations. Management of each subsidiary or
functioning effectively. The head of internal
business unit is responsible for ensuring proper
audit reports to the chair of the Naspers audit
processes are rolled out on IT governance.
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Corporate governance (continued)
Internal audit will provide assurance to
committed to providing timely and transparent
management and the audit committee on the
information on corporate strategies and financial
effectiveness of IT governance.
data to the investing public. In addition, we
consider the growing demand for transparency
COMPANY SECRETARY
and accountability on our non-financial (or
The company secretary and group legal
sustainability) performance. In line with King III,
counsel are responsible for guiding the board in
Naspers recognises that this performance is
discharging its regulatory responsibilities.
based on its risk profile and strategy, which
Directors have unlimited access to the
includes non-financial risks and opportunities.
advice and services of the company secretary.
The company manages communications with
The company secretary plays a role in the
its key financial audiences, including institutional
company’s corporate governance and ensures
shareholders and financial (debt and equity)
that, in accordance with the pertinent laws,
analysts, through a dedicated investor relations
the proceedings and affairs of the board,
unit. Presentations and conference calls take
the company itself and, where appropriate,
place after publishing interim and final results.
shareholders are properly administered. She
A broad range of public communication
is also the company’s compliance officer as
channels (including stock exchange news
defined in the Companies Act and delegated
services, corporate website, press agencies,
information officer. The company secretary
newswires and news distribution service
monitors directors’ dealings in securities and
providers) are used to disseminate news
ensures adherence to closed periods.
releases. These channels are supplemented
The company secretary attends all board and
by direct communication via email, conference
committee meetings.
calls, group presentations and one-on-one
meetings.
INVESTOR RELATIONS
Our policy is not to provide forward-looking
Naspers’s investor relations policy can be
information. However, to enable the investment
found on www.naspers.com. It describes the
community to better assess the group and its
principles and practices applied in interacting
performance, prospects, strategy and plans for
with shareholders and investors. Naspers is
operations may be discussed. While disclosing
108
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SHAREHOLDER
AND CORPORATE
INFORMATION
such information constitutes forward-looking
The board encourages shareholders to attend
statements, Naspers cautions investors and
the annual general meeting, notice of which
shareholders that these statements, although
is contained in this integrated annual report,
made on a fair and creditable basis, involve
where shareholders have the opportunity to put
many assumptions and sources of risk and,
questions to the board, management and the
therefore, actual results may differ materially
chairs of the various subcommittees.
from the projected scenario. Naspers also
The company’s website www.naspers.com
complies with legislation and stock exchange
provides the latest and historical financial and
rules on forward-looking statements.
other information, including financial reports.
CLOSED PERIODS
Naspers would typically be in a closed period
on the day after the end of a reporting period
(30 September or 31 March) until the release of
results. General investor interaction during this
time is limited to discussions on strategy and/or
historical, publicly available information.
ANALYST REPORTS
To enhance the quantity and quality of research,
Naspers maintains working relationships with
stock brokers, investment banks and credit-
rating agencies – irrespective of their views or
recommendations on the group. Naspers may
review an analyst’s report or earnings model
for factual accuracy of information in the public
domain, but in line with regulations and group
policy. We do not provide guidance or forecasts.
NASPERS INTEGRATED ANNUAL REPORT 2011
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SHAREHOLDER
AND CORPORATE
INFORMATION
Directorate
TON VOSLOO (73) became managing director of Naspers in 1984, serving as executive
chairman from 1992 to 1997. Mr Vosloo worked as a journalist from 1956 to 1983 and
as editor of Beeld from 1977 to 1983. He is a director of Media24 and MultiChoice South
Africa Holdings, chairman of MIH BV, MIH Holdings and MIH (Mauritius) and independent
non-executive chairman of the board of Naspers, a position he has held since 1997. He
is a former chairman of Sanlam, M-Net, WWF South Africa and the Cape Philharmonic
Orchestra. He was awarded the Nieman Fellowship from Harvard University in 1970.
Mr Vosloo has been awarded three honorary doctorates.
RACHEL JAFTA (50), MEcon and PhD, is a professor in economics at Stellenbosch
University. She joined Naspers as a director in 2003 and was appointed a director of
Media24 in 2007. She is a member of the South African Economic Society, director
of Econex, chairperson of the Cape Town Carnival Trust and board member of the
South African Institute of Race Relations. She is a member of the audit and risk
committees of Naspers and Media24. She was appointed chair of the Media24 audit
and risk committees in April 2008.
KOOS BEKKER (58) led the founding team of M-Net in 1985. He was also a founding
director of MTN. He led the MIH group until 1997, when he became chief executive
offi cer of Naspers. He serves on the boards of other companies in the wider group.
He also served on the Local Organising Committee for the 2010 Fifa World Cup,
the Council of Stellenbosch University and various bodies. He holds several
qualifi cations, including BAHons (Stellenbosch), LLB (Wits), MBA (Columbia)
and an honorary doctorate.
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SHAREHOLDER
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INFORMATION
JAKES GERWEL (65) joined Naspers as a director in 1999. He is a former director-
general in the offi ce of then president Nelson Mandela, and a previous director of the
University of the Western Cape. He is chancellor of Rhodes University, distinguished
professor in humanities at the University of the Western Cape and honorary professor
in humanities at the University of Pretoria. He is non-executive chairman of Aurecon,
Brimstone Investment Corporation, Life Healthcare and Media24. He chairs the
boards of trustees of the Nelson Mandela Foundation, Mandela Rhodes Foundation,
Allan Gray Orbis Foundation and is vice chairman of the Peace Parks Foundation. He
is a member of the executive, human resources and remuneration and nomination
committees of Media24 and Naspers.
DEBRA MEYER (43) was appointed a director in 2009. Currently professor of
biochemistry at the University of Pretoria, she holds a PhD in biochemistry and
molecular biology from UC Davis (University of California). She writes for scientifi c
journals and contributes to several newspapers and magazines. She is a published
poet, has won several awards in her fi eld of expertise and was recognised by
Rapport and City Press in 2007 as one of ten nominated for their Prestigious Women
Awards. She is involved in social issues, particularly HIV/Aids, and serves as trustee
or board member of various organisations.
STEVE PACAK (56), a qualifi ed CA(SA), began his career with Naspers as group
fi nancial manager of M-Net in 1988 and held various executive positions in the
MIH group. He is a director of Media24, MIH BV, MIH (Mauritius), MIH Holdings,
MultiChoice South Africa Holdings and other companies in the wider Naspers
group. He was appointed an executive director of Naspers in 1998.
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INFORMATION
Directorate (continued)
BOETIE VAN ZYL (72) holds the qualifi cations PrEng and BScEng(Mechanical)
(UCT). He joined Naspers as a director in 1988. He is a member of the boards
of MIH Holdings and Media24, a director of the Peace Parks Foundation, and a
trustee of WWF South Africa. He is chairman of the audit and risk committees
of Naspers, a member of the audit and risk committees of Media24 and MIH,
and a member of the human resources and remuneration and nomination
committees of Media24 and Naspers.
FRANCINE-ANN DU PLESSIS (56) has been a director of Naspers since 2003
and holds the qualifi cations BComHons(Taxation), LLB and CA(SA). Although
she is admitted as an advocate of the Cape High Court, she practises as a
chartered accountant and is a director of Loubser du Plessis Inc. She is a
member of the audit and risk committees of Naspers. She also serves on the
boards of Sanlam, ArcelorMittal and Life Healthcare.
FRED PHASWANA (66) holds the qualifi cations MA and BComHons, and
obtained a BA(Philosophy, Politics and Economics) from the University of South
Africa in 2010. He joined Naspers as a director in 2003. He is chairman of The
Standard Bank Group and of Standard Bank of South Africa Limited. He is also
chairperson of the SA Institute of International Affairs.
LAMBERT RETIEF (58) obtained the qualifi cations BCom and BComHons
at Stellenbosch University. He then qualifi ed as a CA(SA) and completed
the Owner President Management (OPM) programme at Harvard Business
School. He is a director of Media24, chair and former chief executive of Paarl
Media group and a director of other group subsidiaries. He is also a director of
the listed Zeder Investments Limited.
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SHAREHOLDER
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INFORMATION
BEN VAN DER ROSS (64), who holds the qualifi cation of DipLaw (UCT) and
is an admitted attorney, is chairman of Strategic Real Estate Management
(Proprietary) Limited, the managers of the Emira Property Fund. He also
serves inter alia on the boards of FirstRand Limited, MMI Holdings Limited
and Pick n Pay Stores Limited.
LOURENS JONKER (71) obtained the qualifi cation BScAgric with
further studies at UC Davis (University of California). He has completed
programmes for director development at IMD, Lausanne, Switzerland and
GIBS (University of Pretoria). He is the owner of Weltevrede Wine Estate. He
joined the board of KWV Co-operative in 1981 and became chairperson of
KWV Group Limited in 1994. He led the successful transformation of KWV
from a cooperative to a fully commercialised company, and resigned from
the KWV board in December 2003.
HEIN WILLEMSE (53) holds an MA (cum laude), MBL and DLitt degrees.
He is currently a literature professor at the University of Pretoria. He is a
board member or trustee of various national and international technical
associations or community organisations.
NEIL VAN HEERDEN (71), who holds a BA qualifi cation, is a trustee of
the University of the Western Cape, former director-general of foreign
affairs, ambassador to the Federal Republic of Germany, ambassador
to the European Union and former executive director of the South
Africa Foundation (now South Africa Business Leadership). He is also a
director of other companies.
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INFORMATION
Directorate (continued)
DIRECTORS AND ATTENDANCE AT MEETINGS
Date first
appointed in
current position
6 October
1997
6 October
1997
23 October
2003
12 July
1999
23 October
2003
7 June
1996
Date last
appointed
27 August
2010
1 April
2008
28 August
2009
22 August
2008
28 August
2009
27 August
2010
25 November
2009
25 November
2009
1 April
2009
23 October
2003
1 April
2009
28 August
2009
T Vosloo
J P Bekker
F-A du Plessis
G J Gerwel
R C C Jafta
L N Jonker
D Meyer
S J Z Pacak
T M F Phaswana
L P Retief
1 September
2008
1 September
2008
B J van der Ross
N P van Heerden
J J M van Zyl
H S S Willemse
12 February
1999
7 June
1996
1 January
1988
30 August
2002
22 August
2008
27 August
2010
22 August
2008
27 August
2010
Five board
meetings were
held during the
year.
Attendance:
5
5
5
5
5
5
5
5
5
5
5
5
5
5
Category
Independent
non-executive
Executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Executive
Independent
non-executive
Non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
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SHAREHOLDER
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INFORMATION
COMMITTEES AND ATTENDANCE AT MEETINGS
Executive
committee
Audit
committee1
Risk
committee
Human
resources and
remuneration
committee1
Nomination
committee1
Three
meetings
held during
the year.
Attendance:
Four
meetings
held during
the year.
Attendance:
Four
meetings
held during
the year.
Attendance:
Five
meetings
held during
the year.
Attendance:
Five
meetings
held during
the year.
Attendance:
✓
5
✓
5
✓
5
✓
5
✓
5
✓
5
T Vosloo
✓
3
F-A du Plessis
✓
4
G J Gerwel
✓
3
R C C Jafta
J J M van Zyl
✓
3
B J van der
Ross
J P Bekker
S J Z Pacak
✓
✓
3
3
✓
✓
✓
4
4
3
Note
1Executive directors attend meetings by invitation.
✓
✓
✓
✓
✓
✓
✓
4
4
4
4
3
4
4
Category
Independent
non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Independent
non-executive
Executive
Executive
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INFORMATION
Remuneration report
Human resources and remuneration committee
final approval by shareholders in the annual
and its role
general meeting. Remuneration is approved
The human resources and remuneration
by shareholders in advance.
committee comprises only independent
(cid:96) Fulfil delegated responsibilities on Naspers’s
non-executive directors. Executive directors
share-based incentive plans, eg appointing
and certain members of management attend
trustees and compliance officers.
meetings by invitation. This committee met
five times during the financial year. Details
of attendance at meetings are provided on
page 115.
The main responsibilities of the committee
are as follows:
(cid:96) Determine and approve the group’s
general remuneration policy, which must
be tabled at each annual general meeting
for a non-binding advisory vote by
shareholders.
(cid:96) Prepare an annual remuneration report for
inclusion in the company’s integrated annual
report.
(cid:96) Review and approve annually the
remuneration packages of the most senior
executives, including incentive schemes and
increases, ensuring they are appropriate and
in line with the remuneration policy.
(cid:96) Annually appraise the performance of the
chief executive.
(cid:96) Review the remuneration of non-executive
directors of the board and its subcommittees
annually. Make proposals to the board for
(cid:96) Approve the most senior appointments and
promotions.
(cid:96) Review incidents of unethical behaviour by
senior managers and the chief executive.
(cid:96) Review annually the company’s code of
ethics and business conduct.
(cid:96) Review annually the committee’s charter and
recommend required amendments.
(cid:96) Approve amendments to the Naspers
share-based incentive plans.
(cid:96) Perform an annual self-assessment of the
effectiveness of the committee, reporting
these findings to the board.
(cid:96) Review annually the charters of the group’s
significant subsidiaries’ remuneration
committees, and their annual assessment of
compliance with these charters to establish if
the Naspers committee can rely on the work
of the subsidiary companies’ committees.
The committee fulfilled its remit during the year.
Remuneration strategy and policy
Naspers’s remuneration strategy aims to
attract, motivate and retain competent leaders
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SHAREHOLDER
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INFORMATION
in its drive to create sustainable shareholder
of the board and boards of subsidiaries.
value. We aim to attract entrepreneurs and the
A premium is payable to the chair of the board,
best creative engineers to grow the value of
as well as to the chairs of the subcommittees.
the group and to recognise top performance.
Remuneration is reviewed annually, with
Our policies and practices align the
reference to competitors and companies that
remuneration and incentives of executives and
have a dual listing on the JSE and an overseas
employees to the group’s long-term business
securities exchange. Independent advice is
strategy. Group companies are responsible for
acquired to review directors’ remuneration.
developing their own policies and benefits
This remuneration is not linked to the
within the confines of the group remuneration
company’s share price or performance.
policy and in accordance with their local laws
Non-executive directors do not qualify for
and each company’s needs.
shares in terms of the group’s incentive
Primary objectives include the need to
schemes. The board annually recommends
promote superior performance; direct
remuneration of non-executive directors for
employees’ energies towards key business
approval by shareholders in advance.
goals; achieve the most effective returns for
In remunerating executives, the group aims
employee spend; address needs across
to attract, motivate and retain competent and
differing cultures; and have credible
committed leaders in its drive to create
remuneration policies.
sustainable shareholder value. We aim to
Naspers has an integrated approach to its
recognise top performance and attract
reward strategy, encompassing a balanced
entrepreneurs and the best creative engineers
design in which reward components are
to grow the value of the group. The
aligned to the strategic direction and
remuneration policies strive to meet this
business-specific value drivers of Naspers.
objective. Accordingly, the focus is not primarily
Overview of remuneration
Non-executive directors receive annual
remuneration as opposed to a fee per meeting.
This recognises the ongoing responsibility of
directors for the efficient control of the
company. This remuneration is augmented by
compensation for services on subcommittees
on guaranteed annual remuneration, but on
individual incentive plans linked to creating
shareholder value.
Naspers usually structures packages on a
total cost-to-company basis which
incorporates base pay, car allowance, pension,
medical aid and other optional benefits. In
NASPERS INTEGRATED ANNUAL REPORT 2011
117
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ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Remuneration report (continued)
addition, most executives qualify for individual
companies or subsidiaries. These awards
and/or team performance incentives. At senior
normally vest over a period of four or five years
level, we avoid standardised packages and aim
and must be exercised within five to ten years
to tailor compensation structure to the needs
from the date of grant. The shares/appreciation
of the specific business.
rights are not free. The employee is offered the
Remuneration packages are reviewed
shares/appreciation rights at market value on
annually and are monitored and compared with
the day of the award. Employees benefit only if
reported figures for similar positions to ensure
they, together with colleagues in that unit, can
they are fair and sensible. In some cases
create additional value above the value on the
independent consultants provide benchmarks.
date of issue. The various remuneration
We have no specific group policies to, for
committees in the group annually review the
example, pay the median, as the requirements
share awards. In addition, if a particular group
of a group serving a multitude of countries
company employs people during the year, that
differ widely.
Annual bonus
Most executives have an annual bonus scheme
that may comprise a variable component
based on surpassing financial and operational
objectives, as well as fixed amounts for
achieving specific discrete objectives. The
incentive for each executive is agreed annually
in advance. Incentives are based on targets
that are verifiable and aligned to the group’s
business plan, risk management policy and
strategy. If targets are not met, no bonus is
paid.
Long-term incentives
Long-term incentives are generally share-based
incentive schemes for Naspers N shares and/
or shares or appreciation rights in respective
remuneration committee may decide to make
awards to those individuals. No awards of
shares/appreciation rights are made during a
closed period for trading, backdating awards is
prohibited, there is no repricing and automatic
regranting of underwater shares/appreciation
rights. There is no automatic entitlement to
bonuses or early vesting of share-based
incentives should an executive leave the
employ of the company.
The group operates numerous share-based
incentive schemes, detailed in the notes to the
annual financial statements enclosed with this
report under equity compensation benefits.
Service contracts
Executives’ contracts generally are subject to
terms and conditions of employment in the
118
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
local jurisdiction. Top executive and non-executive directors’ contracts do not contain ‘golden
parachute’ clauses.
Non-executive directors are subject to regulations on appointment and rotation in terms of
the company’s articles of association/memorandum of incorporation and the South African
Companies Act No 61 of 1973.
SHARE-BASED INCENTIVE PLANS
The group operates a number of share-based incentive schemes. Some offer employees Naspers
shares, others relate directly to individual operating companies. Details are contained in the annual
financial statements enclosed with this report, which can also be found on www.naspers.com.
At 31 March 2011 the group held 26 433 083 (2010: 26 868 506) Naspers N ordinary shares
as treasury shares to settle outstanding options under certain of the group’s share incentive
schemes. The dilution effect of these treasury shares amounted to 54 cents per N ordinary share
(2010: 25 cents).
EXECUTIVE DIRECTORS
2011
S J Z Pacak
J P Bekker
2010
S J Z Pacak
J P Bekker
Bonuses and
performance-
related fees
R’000
Pension
contributions
R’000
2 900
—
2 900
3 135
—
3 135
200
—
200
280
—
280
Salary
R’000
3 054
—
3 054
2 820
—
2 820
Total
R’000
6 154
—
6 154
6 235
—
6 235
Mr Pacak’s bonus is based on financial, operational and discrete objectives, which were approved
by the human resources and remuneration committee in advance. The bonus is capped at 100%
of total cost to company. Remuneration received by executive directors for other services paid by
subsidiary companies totalled R6,154m (2010: R6,235m).
NASPERS INTEGRATED ANNUAL REPORT 2011
119
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Remuneration report (continued)
Executive directors’ contracts
No executive director has a notice period of more than one year. No executive director’s service
contract includes predetermined compensation as a result of termination exceeding one year’s
salary and benefits.
The chief executive, Mr Bekker, does not earn any remuneration from the group. In particular no
salary, bonus, car scheme, medical or pension contributions of any nature are payable. His
contract is for a five-year period, which started on 1 April 2008. No compensation will apply to
termination. The chief executive has share allocations, as indicated below, under the Naspers share
incentive scheme, in terms of which Naspers N ordinary shares can be acquired at certain prices,
with various tranches vesting over periods of five years. The purchase prices for the allocations
were set at the middle market price of the shares on the purchase date, but increased by
anticipated inflation over the vesting periods of three, four and five years respectively, for each
tranche. Inflation expectations were calculated by the Bureau for Economic Research, University
of Stellenbosch.
The chief financial officer, Mr Pacak, has an indefinite employee contract.
Directors’ interests in scheme shares of the Naspers share incentive scheme
The executive directors of Naspers are allowed to participate in the Naspers share incentive
scheme. Details as at 31 March 2011 in respect of the executive directors’ participation in scheme
shares not yet released, are as follows:
Name
J P Bekker
Purchase
date
31/03/2008
31/03/2008
Number of
N shares
3 895 936
3 895 936
Purchase
price
R176,11
R185,56
Release
period
31/03/2012
31/03/2013
S J Z Pacak1
08/07/2006
50 000
R114,52
08/07/2011
1 On 15 December 2010 a total of 15 000 released Naspers N ordinary shares were sold by Mr S J Z Pacak’s family trust
upon payment of an average price of R23,50 per share (the original average offer price based on the listed market price of
Naspers Limited N ordinary shares on the date of the offer) due to the Naspers share incentive trust, at an average selling
price of R392,01 per Naspers N ordinary share.
On 21 December 2010 a total of 10 000 released Naspers N ordinary shares were sold by Mr S J Z Pacak’s family trust
upon payment of an average price of R23,50 per share (the original average offer price based on the listed market price of
Naspers Limited N ordinary shares on the date of the offer) due to the Naspers share incentive trust, at an average selling
price of R390,00 per Naspers N ordinary share.
At 31 March 2011 a total of 428 000 (2010: 556 000) unreleased Naspers N ordinary shares
had been allocated to Mr S J Z Pacak by the MIH (Mauritius) Limited share incentive scheme
with vesting periods until 27 February 2014.
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
NON-EXECUTIVE DIRECTORS’ TERMS OF
non-executive directors submitted for election
APPOINTMENT
Appointments to the board
The board has a policy on procedures for
the appointment and orientation of directors.
The nomination committee periodically
or re-election are accompanied by brief
biographical details to enable shareholders to
make an informed decision on their election.
The reappointment of non-executive directors
is not automatic.
assesses the skills represented on the board
Directors’ emoluments
by non-executive directors and determines
whether these meet the company’s needs.
Annual self-evaluations conducted by the
board and its subcommittees assist. Directors
are invited to give their input in identifying
potential candidates. The members of the
nomination committee, who are all
independent, propose suitable candidates for
consideration by the board. A fit and proper
evaluation is performed for each candidate.
Non-execuitve
directors:
Fees for
services as
directors
Fees for
services as
directors of
subsidiary
companies
31 March
2011
R’000
2010
R’000
7 649
6 409
5 241
5 247
12 890
11 656
Retirement and re-election of directors
All non-executive directors are subject to
retirement and re-election by shareholders
every three years. In addition, all non-executive
directors are subject to election by
No director has a notice period of more than
one year.
No director’s service contract includes
predetermined compensation as a result of
termination that would exceed one year’s
shareholders at the first suitable opportunity
salary benefits.
for interim appointments. The names of
NASPERS INTEGRATED ANNUAL REPORT 2011
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Remuneration report (continued)
Fees for the current year and proposed for 31 March 2012 and 31 March 2013 are as follows:
Board
1.1 Chair***
1.2 Member
Commitees
1.3 ● Audit committee: Chair
1.4
1.5 ● Risk committee: Chair
1.6
1.7 ● Human resources and
Member
Member
remuneration committee: Chair
1.8
1.9 ● Nomination committee: Chair
1.10
Member
Member
Other
1.11 Naspers representatives on Media24
safety, health and environmental
committee: Member
1.12 Trustee of group share schemes/other
personnel funds
1.13 Media24 pension fund: Chair
1.14
Trustee
31 March
2011
31 March
2012
31 March
2013**
R2 011 400*
R378 800*
R2 390 000
R430 000
R2 390 000
R430 000
R270 000*
R135 000*
R120 000*
R60 000*
R140 000*
R70 000*
R50 000*
R25 000*
R280 000
R140 000
R140 000
R70 000
R160 000
R80 000
R60 000
R30 000
R280 000
R140 000
R140 000
R70 000
R160 000
R80 000
R60 000
R30 000
R45 000
R48 000
R48 000
R32 000
R80 400
R53 600
R34 000
R85 500
R57 000
R34 000
R85 500
R57 000
* These fees were approved by shareholders on 27 August 2010 and paid before the effective date of the Act and are reflected for
comparative purposes.
** The proposed 31 March 2013 remuneration is subject to such annual increase as may be retrospectively approved by the
shareholders at the 2013 Naspers annual general meeting.
*** The chair of the board does not receive additional remuneration if he/she is a member of or chairs any committee of the board.
122
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THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Individual non-executive directors received the following remuneration and emoluments during the
current financial year:
Directors’
fees
Committee1
and trustee2
fees
Directors’
fees
Committee1
and trustee2
fees
Non-executive
directors
Paid by
company
R’000
Paid by
sub-
sidiaries
R’000
Paid by
company
R’000
Paid by
sub-
sidiaries
R’000
Total
2011
R’000
Paid by
company
R’000
Paid by
sub-
sidiaries
R’000
Paid by
company
R’000
Paid by
sub-
sidiaries
R’000
T Vosloo3
J J M van Zyl3,4
L N Jonker4
2 011
1 407
379
379
791
—
—
517
45
109
211
—
3 527
1 898
424
1 887
1 233
354
354
578
—
379
85
—
379
379
379
379
379
379
379
379
—
590
—
—
—
1 350
197
—
163
165
45
339
—
—
195
—
—
—
70
—
—
—
133
298
—
464
354
80
542
1 204
424
718
379
1 862
1 069
379
354
354
354
354
354
354
354
148
—
557
—
—
124
1 687
186
—
N P van
Heerden3
B J van der
Ross
G J Gerwel3
H S S Willemse4
F-A du Plessis4
T M F
Phaswana
L P R Retief3
R C C Jafta3
D Meyer
Notes
6 180
4 420
1 469
821 12 890
5 575
4 445
834
802 11 656
1 Committee fees include fees for the attendance of the audit committee, the risk committee (2011 only), the human resources
and remuneration committee, and the nomination committee meetings of the board.
2 Trustee fees include fees for the attendance of the various retirement fund trustee meetings of the group’s retirement funds.
3 Directors’ fees include fees for services as directors, where appropriate, of Media24 Limited, Paarl Media Holdings (Proprietary)
Limited, Via Afrika Limited, MIH Holdings Limited, MIH (Mauritius) Limited, Myriad International Holdings B.V. and MultiChoice
South Africa (Proprietary) Limited.
4 Committee and trustees fees include, where appropriate, fees to be considered by shareholders at the annual general meeting
on 26 August 2011 for services as trustees or members, as appropriate, of the group’s share schemes/retirement funds/
Media24’s safety, health and environmental committee.
NASPERS INTEGRATED ANNUAL REPORT 2011
123
Total
2010
R’000
3 215
1 498
396
434
354
1 068
396
626
478
2 171
872
148
—
390
42
—
—
90
42
95
176
—
—
—
67
—
135
137
—
—
135
—
—
130
197
—
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Remuneration report (continued)
Shareholding
Directors’ interest in Naspers shares
The directors of Naspers have the following interests in Naspers A ordinary shares on
31 March 2011:
31 March 2011
31 March 2010
Naspers A ordinary shares
Naspers A ordinary shares
Beneficial
Beneficial
Name
Direct
Indirect
Total
Direct
Indirect
J J M van Zyl
745
—
745
745
—
Total
745
Mr J P Bekker has an indirect 25% interest in Wheatfields 221 (Proprietary) Limited, which controls
168 605 Naspers Beleggings Beperk ordinary shares, 16 860 500 Keeromstraat 30 Beleggings
Beperk ordinary shares and 133 350 Naspers A shares.
No other director of Naspers had any direct interest in Naspers A ordinary shares at 31 March
2011 or 31 March 2010.
124
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THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
The directors of Naspers (and their associates) had the following interests in Naspers N ordinary
shares as at 31 March:
31 March 2011
31 March 2010
Naspers N ordinary shares
Naspers N ordinary shares
Beneficial
Beneficial
Name
Direct
Indirect
Total
Direct
Indirect
Total
T Vosloo
J P Bekker5
J J M van Zyl
L N Jonker
N P van Heerden
B J van der Ross1
G J Gerwel
H S S Willemse2
F-A du Plessis
T M F Phaswana3
L P Retief4
R C C Jafta
S J Z Pacak6
D Meyer
Notes
—
3 895 936
50 361
1 000
—
—
—
85
—
—
—
—
300 510
—
213 000
4 688 691
190 796
52 000
2 600
400
—
3 205
—
3 530
—
—
282 548
—
213 000
8 584 627
241 157
53 000
2 600
400
—
3 290
—
3 530
—
—
583 058
—
—
213 000
— 4 688 691
190 796
52 000
2 600
400
—
3 205
—
3 530
—
—
307 548
—
50 361
1 000
—
—
—
85
—
—
—
—
122 510
—
213 000
4 688 691
241 157
53 000
2 600
400
—
3 290
—
3 530
—
—
430 058
—
4 247 892
5 436 770
9 684 662
173 956
5 461 770
5 635 726
1 It has been ascertained that the Van der Ross Family Trust acquired 400 Naspers N ordinary shares on 18 August 2008.
The comparatives have been adjusted accordingly.
Furthermore, on 21 April 2011 this trust acquired 100 Naspers N ordinary shares. The trade was implemented by the
investment manager without specific approval from Mr B J van der Ross. The investment manager accepted full
responsibility for the breach in the JSE Listings Requirements.
2 In April 2004, in terms of a scheme of arrangement, Naspers acquired all the ordinary shares of M-Net and SuperSport for
a cash distribution and 4,2365 Naspers shares for every 100 linked units in M-Net/SuperSport. It has been ascertained that
Mr H S S Willemse and one of his associates were entitled to receive 85 Naspers N ordinary shares each in terms of this
transaction. The comparatives have been adjusted accordingly.
3 Mr T M F Phaswana’s shares were reclassified from direct to indirect. The comparatives have been adjusted accordingly.
4 The Media24 group entered into a contract with the Retief family trust in October 2008, which contains a put option
whereby the Retief family trust can enforce a buy-out by Media24 group of their remaining interest in Paarl Media Holdings
(Proprietary) Limited (currently 5%) and Paarl Coldset (Proprietary) Limited (currently 12,6%). Mr L P Retief, a director of
Naspers Limited, is a related party to the Retief family trust.
5 At 31 March 2011, 3 895 936 Naspers N ordinary shares at an offer price of R167,23 per share were released and
reserved for Mr J P Bekker in the Naspers share incentive scheme.
6 During the financial year Naspers N ordinary shares were released and reserved for Mr S J Z Pacak in the Naspers group’s
share incentive schemes.
Except as set out in note 1 above there have been no changes to the directors’ interests in the
table above between the end of the financial year and 24 June 2011.
Prof G J Gerwel
Chairman: Human resources and remuneration committee
24 June 2011
NASPERS INTEGRATED ANNUAL REPORT 2011
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SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Report of the audit committee
for the year ended 31 March 2011
The audit committee has pleasure in submitting
(cid:116)(cid:1) (cid:1)(cid:83)(cid:70)(cid:87)(cid:74)(cid:70)(cid:88)(cid:70)(cid:69)(cid:1)(cid:77)(cid:70)(cid:72)(cid:66)(cid:77)(cid:1)(cid:78)(cid:66)(cid:85)(cid:85)(cid:70)(cid:83)(cid:84)(cid:1)(cid:85)(cid:73)(cid:66)(cid:85)(cid:1)(cid:68)(cid:80)(cid:86)(cid:77)(cid:69)(cid:1)(cid:73)(cid:66)(cid:87)(cid:70)(cid:1)(cid:66)(cid:1)
this report, as required by sections 269A and
significant impact on the organisation’s
270A of the South African Companies Act
financial statements.
No 61 of 1973 (“the Act”).
(cid:96) Reviewed external audit reports on the
FUNCTIONS OF THE AUDIT COMMITTEE
The audit committee has adopted formal terms
of reference, delegated by the board of
directors, as its audit committee charter.
annual financial statements.
(cid:96) Reviewed the board-approved internal
audit charter. No amendments were
recommended to the board by the
committee.
The audit committee has discharged the
(cid:96) Reviewed and approved the internal audit
functions in terms of its charter and ascribed to
plan.
it in terms of the Act as follows:
(cid:96) Reviewed internal audit and risk
(cid:96) Reviewed the interim, provisional and
management reports and, where relevant,
year-end financial statements and integrated
made recommendations to the board.
annual report, culminating in a
(cid:96) Evaluated the effectiveness of risk
recommendation to the board to adopt them.
management, controls and governance
In the course of its review the committee:
processes.
(cid:116)(cid:1) (cid:1)(cid:85)(cid:80)(cid:80)(cid:76)(cid:1)(cid:66)(cid:81)(cid:81)(cid:83)(cid:80)(cid:81)(cid:83)(cid:74)(cid:66)(cid:85)(cid:70)(cid:1)(cid:84)(cid:85)(cid:70)(cid:81)(cid:84)(cid:1)(cid:85)(cid:80)(cid:1)(cid:70)(cid:79)(cid:84)(cid:86)(cid:83)(cid:70)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)
(cid:96) Verified the independence of the
financial statements were prepared in
external auditor, nominated
accordance with International Financial
PricewaterhouseCoopers Inc. as auditor for
Reporting Standards (IFRS) and in the
2011 and noted the appointment of
manner required by the Act
Mr Anton Wentzel as the designated
(cid:116)(cid:1) (cid:1)(cid:68)(cid:80)(cid:79)(cid:84)(cid:74)(cid:69)(cid:70)(cid:83)(cid:70)(cid:69)(cid:1)(cid:66)(cid:79)(cid:69)(cid:13)(cid:1)(cid:88)(cid:73)(cid:70)(cid:79)(cid:1)(cid:66)(cid:81)(cid:81)(cid:83)(cid:80)(cid:81)(cid:83)(cid:74)(cid:66)(cid:85)(cid:70)(cid:13)(cid:1)(cid:78)(cid:66)(cid:69)(cid:70)(cid:1)
auditor.
recommendations on internal financial
(cid:96) Approved audit fees and engagement
controls
terms of the external auditor.
(cid:116)(cid:1) (cid:1)(cid:69)(cid:70)(cid:66)(cid:77)(cid:85)(cid:1)(cid:88)(cid:74)(cid:85)(cid:73)(cid:1)(cid:68)(cid:80)(cid:79)(cid:68)(cid:70)(cid:83)(cid:79)(cid:84)(cid:1)(cid:80)(cid:83)(cid:1)(cid:68)(cid:80)(cid:78)(cid:81)(cid:77)(cid:66)(cid:74)(cid:79)(cid:85)(cid:84)(cid:1)(cid:80)(cid:79)(cid:1)
(cid:96) Determined the nature and extent of
accounting policies, internal audit, the
auditing or content of annual financial
allowable non-audit services and approved
contract terms for non-audit services by the
statements, and internal financial controls,
external auditor.
and
126
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
MEMBERS OF THE AUDIT COMMITTEE AND
independent and has the necessary resources,
ATTENDANCE AT MEETINGS
standing and authority in the organisation to
The audit committee consists of the
discharge its duties. The committee oversees
non-executive directors listed below and
cooperation between internal and external
meets at least three times per annum in
auditors, and serves as a link between the
accordance with its charter. All members
board of directors and these functions. The
act independently as described in section
head of internal audit reports functionally to the
269A of the Act. During the year under
chair of the committee and administratively to
review, four meetings were held. Details of
attendance are on page 115 of the
integrated annual report.
Name of
committee
member
Qualifications
J J M van Zyl
PrEng and
BScEng(Mechanical) (UCT)
R C C Jafta
MEcon and PhD
the financial director.
ATTENDANCE
The internal and external auditors, in their
capacity as auditors to the group, attended
and reported at all meetings of the audit
committee. The group risk management
function was also represented. Executive
directors and relevant senior managers
F-A du Plessis
BComHons (Taxation), LLB
and CA(SA)
attended meetings by invitation.
B J van der Ross
DipLaw (UCT)
CONFIDENTIAL MEETINGS
All committee members, with the exception of
Mr Van der Ross who was appointed with
effect from 17 June 2010, served on the
committee for the full financial year.
INTERNAL AUDIT
The audit committee has oversight of the
group’s financial statements and reporting
process, including the system of internal
financial control. It is responsible for ensuring
the group’s internal audit function is
Audit committee agendas provide for
confidential meetings between committee
members and the internal and external
auditors.
INDEPENDENCE OF THE EXTERNAL AUDITOR
During the year the audit committee reviewed a
representation by the external auditor and,
after conducting its own review, confirmed the
independence of the auditor.
NASPERS INTEGRATED ANNUAL REPORT 2011
127
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Report of the audit committee (continued)
for the year ended 31 March 2011
EXPERTISE AND EXPERIENCE OF FINANCIAL
legal and other responsibilities as outlined in
DIRECTOR AND THE FINANCE FUNCTION
terms of its remit, details of which are included
As required by the JSE Listings Requirement
on page 103 of this report. The board
3.84(h), the audit committee has satisfied itself
concurred with this assessment.
that the financial director has appropriate
expertise and experience.
In addition, the committee satisfied itself that
the composition, experience and skills set of
the finance function met the group’s
requirements.
DISCHARGE OF RESPONSIBILITIES
J J M van Zyl
The committee determined that during the
Chairman: Audit committee
financial year under review it had discharged its
24 June 2011
128
NASPERS INTEGRATED ANNUAL REPORT 2011
Summarised annual
fi nancial statements
Strategically focused
on long-term
business success
L
A
U
N
N
A
D
E
S
R
A
M
M
U
S
I
S
T
N
E
M
E
T
A
T
S
I
L
A
C
N
A
N
F
I
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Summarised annual
fi nancial statements
Index
Statement of responsibility by the board of directors
Report of the independent auditor
Basis of presentation and accounting policies
Segmental review
Reconciliation of trading profi t to operating profi t
Consolidated income statement
Condensed consolidated statement of comprehensive income
Condensed consolidated statement of changes in equity
Condensed consolidated statement of fi nancial position
Condensed consolidated statement of cash fl ows
Calculation of headline and core headline earnings
Supplementary information
Business combinations and signifi cant acquisitions
131
132
133
134
135
136
137
138
139
140
141
142
144
130
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Statement of responsibility by the board of directors
for the year ended 31 March 2011
The summarised financial statements of the
The independent auditing firm
group are the responsibility of the directors of
PricewaterhouseCoopers Inc., which was given
Naspers Limited. In discharging this
unrestricted access to all financial records and
responsibility, they rely on the management of
related data, including minutes of all meetings
the group to prepare the annual financial
of shareholders, the board of directors and
statements on pages 133 to 144 in
committees of the board, has audited the
accordance with International Financial
group annual financial statements from which
Reporting Standards (IFRS) and the South
the summarised financial statements were
African Companies Act No 61 of 1973. As
derived. The directors believe that all
such, the summarised financial statements
representations made to the independent
include amounts based on judgements and
auditor during his audit were valid and
estimates made by management. The
appropriate. PricewaterhouseCoopers Inc.’s
information given is comprehensive and
audit report is presented on page 132.
presented in a responsible manner.
The summarised financial statements were
The directors accept responsibility for the
approved by the board of directors on
preparation, integrity and fair presentation of
24 June 2011 and are signed on its behalf by:
the summarised financial statements and are
satisfied that the systems and internal financial
controls implemented by management are
effective.
The directors believe that the company
and group have adequate resources to
continue operations as a going concern in
the foreseeable future, based on forecasts
and available cash resources. The annual
financial statements support the viability of
the company and the group.
T Vosloo
Chairman
J P Bekker
Chief executive
24 June 2011
NASPERS INTEGRATED ANNUAL REPORT 2011
131
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Report of the independent auditor on the summarised group
annual financial statements
to the members of Naspers Limited
The summarised group annual financial
statements, which comprise the condensed
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on
consolidated statement of financial position as
the summarised group annual financial
at 31 March 2011, and the condensed
statements based on our procedures, which
consolidated income statement and
were conducted in accordance with
condensed consolidated statements of
International Standard on Auditing (ISA) 810,
comprehensive income, changes in equity and
“Engagements to Report on Summary
cash flows for the year then ended, and
Financial Statements”.
related notes, as set out on pages 133 to
144, are derived from the audited group
annual financial statements of Naspers Limited
for the year ended 31 March 2011. We
expressed an unmodified audit opinion on
those group annual financial statements in our
report dated 24 June 2011.
The summarised group annual financial
statements do not contain all the disclosures
required by International Financial Reporting
Standards and in the manner required by
the South African Companies Act No 61 of
1973. Reading the summarised group annual
financial statements, therefore, is not a
substitute for reading the audited group
annual financial statements of Naspers
Limited.
DIRECTORS’ RESPONSIBILITY FOR THE
SUMMARISED GROUP ANNUAL FINANCIAL
STATEMENTS
The company’s directors are responsible
OPINION
In our opinion, the summarised group annual
financial statements derived from the audited
group annual financial statements of Naspers
Limited for the year ended 31 March 2011 are
consistent, in all material respects, with those
group annual financial statements, in
accordance with the requirements of section
8.57 of the JSE Limited Listings
Requirements.
PricewaterhouseCoopers Inc.
Director: Anton Wentzel
Registered auditor
for the preparation of the summarised group
Cape Town, South Africa
annual financial statements in accordance
24 June 2011
with the requirements of section 8.57 of
the JSE Limited Listings Requirements.
132
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Basis of presentation and accounting policies
The summarised annual financial statements
The total amount reallocated to investing
for the year ended 31 March 2011 have been
activities was R404m for the year ended
prepared in accordance with IAS 34 and
31 March 2010.
International Financial Reporting Standards
(IFRS), the requirements of the South African
(cid:96) IFRS 3 Revised “Business Combinations”
and IAS 27 Revised “Consolidated and
Companies Act No 61 of 1973, and in
Separate Financial Statements” were
compliance with the Listings Requirements of
adopted. The effect of these standards is
the JSE Limited. Except as noted below,
recorded in the line item “Gains on
accounting policies used are consistent with
acquisitions and disposals” on the income
those applied in the previous annual financial
statement. These items are adjusted for in
statements and IFRS. These results have been
the calculation of headline and core headline
audited by the company’s auditor,
earnings.
PricewaterhouseCoopers Inc., whose
The MWEB business is now reported in the
unqualified report is available for inspection at
pay-television rather than the internet segment.
the registered office of the company.
It is working on technologies to deliver video
The group adopted the following new
content. Comparative segmental results have
standards and amendments for the year
been restated in accordance with IFRS 8
ended 31 March 2011:
(cid:96) IAS 7 “Statement of Cash Flows” has been
amended and now requires changes in
“Operating Segments”.
Our share of associates’ other
comprehensive income and reserves relates
interests in a subsidiary that do not result in
mainly to the revaluation of the associates’
a loss of control to be recorded in financing
available-for-sale investments.
activities as opposed to investing activities.
Core headline earnings exclude once-off and
This amendment is effective retrospectively,
non-operating items. We believe that it is a
resulting in the restatement of the statement
useful measure for shareholders of the group’s
of cash flows. Preference dividends received
sustainable operating performance. However,
are now recorded in investing activities as
this is not a defined term under IFRS and may
opposed to financing activities.
not be comparable with similarly titled
measures reported by other companies.
NASPERS INTEGRATED ANNUAL REPORT 2011
133
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Segmental review
for the year ended 31 March 2011
Revenue
Year ended 31 March
2010
R’m
17 603
8 237
4 874
3 363
10 204
1 207
37 251
(9 253)
27 998
EBITDA
Year ended 31 March
2010
R’m
5 851
2 697
2 542
155
1 232
98
9 878
(230)
(3 152)
6 496
2011
R’m
21 025
12 092
7 215
4 877
10 758
1 228
45 103
(12 018)
33 085
2011
R’m
6 542
3 945
3 795
150
1 194
188
11 869
(239)
(4 481)
7 149
%
change
19
47
48
45
5
2
21
30
18
%
change
12
46
49
(3)
(3)
92
20
4
42
10
Pay television
Internet
– Tencent
– Other
Print
Technology
Economic interest
Less: Associates
Consolidated
Pay television
Internet
– Tencent
– Other
Print
Technology
Economic interest
Corporate services
Less: Associates
Consolidated
134
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Segmental review (continued)
for the year ended 31 March 2011
Trading profit
Year ended 31 March
2011
R’m
5 727
3 493
3 543
(50)
872
128
10 220
(240)
(4 142)
5 838
2010
R’m
5 232
2 362
2 363
(1)
896
47
8 537
(232)
(2 858)
5 447
%
change
9
48
50
+100
(3)
+100
20
3
45
7
Pay television
Internet
– Tencent
– Other
Print
Technology
Economic interest
Corporate services
Less: Associates
Consolidated
Note
Trading profit excludes amortisation of intangible assets (other than software) and other gains/losses, but includes the finance cost
on transponder leases.
Reconciliation of trading profit to operating profit
for the year ended 31 March 2011
Trading profit
Finance cost on transponder leases
Amortisation of intangible assets
Other gains/(losses) – net
Operating profit
Note
Year ended 31 March
2011
R’m
5 838
144
(1 045)
(881)
4 056
2010
R’m
5 447
93
(1 135)
(364)
4 041
For a reconciliation of operating profit to profit before taxation, refer to the consolidated income statement.
NASPERS INTEGRATED ANNUAL REPORT 2011
135
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Consolidated income statement
for the year ended 31 March 2011
31 March
2011
R’m
33 085
(17 794)
(10 354)
(881)
31 March
2010
R’m
27 998
(14 438)
(9 155)
(364)
%
change
18
4 056
401
(1 389)
(30)
3 290
(23)
1 461
42
7 808
(1 861)
5 947
5 260
687
5 947
6 036
1 612
1 550
4 213
1 125
1 082
1 405
1 351
4 041
348
(883)
114
2 058
(62)
—
144
5 760
(1 808)
3 952
3 257
695
3 952
5 319
1 426
1 386
3 297
884
859
873
848
375 440
374 501
389 465
374 308
372 951
383 820
60
36
50
13
13
12
28
27
26
61
59
Revenue
Cost of providing services and sale of goods
Selling, general and administration expenses
Other gains/(losses) – net
Operating profit
Interest received
Interest paid
Other finance income/(costs) – net
Share of equity-accounted results
Impairment of equity-accounted investments
Dilution gains on equity-accounted investments
Gains on acquisitions and disposals
Income before taxation
Taxation
Profit for the year
Attributable to:
Equity holders of the group
Non-controlling interest
Core headline earnings for the period
Core headline earnings per N ordinary share
(cents)
Fully diluted core headline earnings per
N ordinary share (cents)
Headline earnings for the period
Headline earnings per N ordinary share (cents)
Fully diluted headline earnings per N ordinary
share (cents)
Earnings per N ordinary share (cents)
Fully diluted earnings per N ordinary share
(cents)
Net number of shares issued (’000)
– At period-end
– Weighted average for the period
– Fully diluted weighted average
136
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Condensed consolidated statement of comprehensive income
for the year ended 31 March 2011
Profit for the year
Total other comprehensive income, net of tax, for
the year
Translation of foreign operations
Cash flow hedges
Share of associates’ other comprehensive income and
reserves
Tax on other comprehensive income
Total comprehensive income for the year
Attributable to:
Equity holders of the group
Non-controlling interest
31 March
2011
R’m
5 947
2 277
(461)
126
2 622
(10)
8 224
7 543
681
8 224
31 March
2010
R’m
3 952
(2 047)
(1 918)
(560)
250
181
1 905
1 308
597
1 905
NASPERS INTEGRATED ANNUAL REPORT 2011
137
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Condensed consolidated statement of changes in equity
for the year ended 31 March 2011
Balance at beginning of the year
Changes in share capital and premium
Movement in treasury shares
Share capital and premium issued
Changes in reserves
Total comprehensive income for the year
Movement in share-based compensation reserve
Movement in existing control business combination reserve
Direct retained earnings movements
Dividends paid to Naspers shareholders
Changes in non-controlling interest
Total comprehensive income for the year
Dividends paid to non-controlling shareholders
Movement in non-controlling interest in reserves
Balance at end of year
Comprising:
Share capital and premium
Retained earnings
Share-based compensation reserve
Existing control business combination reserve
Hedging reserve
Valuation reserve
Foreign currency translation reserve
Non-controlling interest
Total
31 March
2011
R’m
31 March
2010
R’m
35 634
35 217
(335)
253
(1 041)
433
7 543
1 308
508
(63)
(22)
(882)
681
(665)
290
498
(334)
(22)
(773)
597
(311)
62
42 942
35 634
14 384
21 179
2 300
25
(297)
4 256
(1 185)
2 280
42 942
14 466
16 823
1 573
98
(408)
1 844
(736)
1 974
35 634
138
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Condensed consolidated statement of financial position
at 31 March 2011
31 March
2011
R’m
31 March
2010
R’m
ASSETS
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investment in associates
Other investments and loans
Deferred taxation
Current assets
Inventory
Programme and film rights
Trade receivables
Other receivables and loans
Cash and cash equivalents
Assets classified as held-for-sale
Total assets
EQUITY AND LIABILITIES
Share capital and reserves
Non-controlling shareholders’ interest
Total equity
Non-current liabilities
Capitalised finance leases
Liabilities – interest-bearing
– non-interest-bearing
Post-retirement medical liability
Derivatives
Deferred taxation
Current liabilities
Current portion of long-term debt
Trade payables
Accrued expenses and other current liabilities
Derivatives
Bank overdrafts and call loans
Total equity and liabilities
Net asset value per N ordinary share (cents)
53 610
7 561
17 278
3 886
20 767
3 301
817
16 245
731
1 487
2 929
2 330
8 731
37
69 855
40 662
2 280
42 942
14 951
1 893
10 822
178
179
714
1 165
11 962
1 510
1 915
6 608
599
1 330
69 855
10 831
44 342
6 490
16 620
4 976
11 942
3 500
814
13 126
693
1 298
2 438
1 900
6 785
12
57 468
33 660
1 974
35 634
10 892
1 736
6 983
51
178
684
1 260
10 942
1 675
1 721
5 740
847
959
57 468
8 993
NASPERS INTEGRATED ANNUAL REPORT 2011
139
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Condensed consolidated statement of cash flows
for the year ended 31 March 2011
Cash flow from operating activities
Cash flow utilised in investing activities
Cash flow generated from/(utilised in) financing activities
Net movement in cash and cash equivalents
Foreign exchange translation adjustments
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
31 March
2011
R’m
31 March
2010
R’m
5 271
(5 778)
2 513
2 006
(431)
5 826
7 401
5 622
(4 752)
(169)
701
(678)
5 803
5 826
140
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Calculation of headline and core headline earnings
for the year ended 31 March 2011
Net profit attributable to shareholders
Adjusted for:
– insurance proceeds
– impairment of property, plant, equipment and other assets
– impairment and derecognition of goodwill and intangible assets
– profit on sale of property, plant and equipment and
intangible assets
– profit on sale of investments
– dilution gains on equity-accounted investments
– remeasurements included in equity-accounted earnings
– impairment of equity-accounted investments
Total tax effects of adjustments
Total adjustment for non-controlling interest
Headline earnings
Adjusted for:
– treasury-settled share scheme charges
– prior year withholding taxes
– reversal of deferred tax assets
– amortisation of intangible assets
– Welkom Yizani refinancing
– fair value adjustments and currency translation differences
– RCF – accelerated amortisation of costs
– acquisition-related costs
Core headline earnings
31 March
2011
R’m
5 260
(51)
25
1 035
(407)
(152)
(1 461)
(28)
23
4 244
(27)
(4)
4 213
488
—
13
1 052
—
18
128
124
6 036
31 March
2010
R’m
3 257
(369)
225
384
(229)
(120)
—
30
62
3 240
7
50
3 297
418
121
253
922
330
(22)
—
—
5 319
NASPERS INTEGRATED ANNUAL REPORT 2011
141
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Supplementary information
for the year ended 31 March 2011
Depreciation of property, plant and equipment
Amortisation
– intangible assets
– software
Other gains/(losses) – net
– profit/(loss) on sale of property, plant and equipment
and intangible assets
– impairment and derecognition of goodwill and
intangible assets
– impairment of tangible assets
– Welkom Yizani refinancing
– insurance proceeds
– profit on transponder lease settlement
– fair value adjustment on shareholders’ liability
Interest received
– loans and bank accounts
– other
Interest paid
– loans and overdrafts
– transponder leases
– RCF costs – accelerated amortisation
– other
Other finance income/(cost) – net
– net foreign exchange differences and fair value
adjustments on derivatives
– preference dividends received
Gains on acquisitions and disposals
– profit on sale of investments
– profit on partial disposal of investments
– acquisition-related costs
– other
142
NASPERS INTEGRATED ANNUAL REPORT 2011
31 March
2011
R’m
1 040
1 172
1 045
127
(881)
42
(1 035)
(33)
—
51
88
6
401
308
93
(1 389)
(883)
(144)
(128)
(234)
(30)
(247)
217
42
34
72
(109)
45
31 March
2010
R’m
878
1 213
1 135
78
(364)
(47)
(384)
(225)
(330)
369
253
—
348
314
34
(883)
(600)
(93)
—
(190)
114
(154)
268
144
144
—
—
—
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Supplementary information (continued)
for the year ended 31 March 2011
31 March
2011
R’m
31 March
2010
R’m
Goodwill
– cost
– accumulated impairment
Opening balance
– foreign currency translation effects
– acquisitions
– contingent consideration adjustment
– impairment and derecognition
Closing balance
– cost
– accumulated impairment
Investments and loans
– listed investments
– unlisted investments
Market value of listed investments
Directors’ valuation of unlisted investments
Commitments
– capital expenditure
– programme and film rights
– network and other service commitments
– transponder leases
– operating lease commitments
– set-top box commitments
Share of equity-accounted results
– dilution gains
– FCTR release
– impairment of investments
– (gains)/losses on acquisitions and disposals
Contribution to headline earnings
– amortisation of intangible assets
– treasury-settled share scheme charges
– business combination costs
– reversal of deferred taxation
Contribution to core headline earnings
Tencent
Mail.ru
Abril
Other
17 051
(431)
16 620
(510)
1 885
(49)
(668)
17 278
18 371
(1 093)
24 068
16 874
7 194
137 735
7 194
16 997
401
7 744
700
6 787
896
469
3 290
(39)
(29)
24
(262)
2 984
355
227
15
13
3 594
3 164
152
250
28
15 407
(49)
15 358
(1 163)
2 807
—
(382)
16 620
17 051
(431)
15 442
4 646
10 796
92 843
10 796
18 626
527
8 698
656
7 689
697
359
2 058
(64)
—
—
100
2 094
180
148
—
101
2 523
2 148
70
318
(13)
NASPERS INTEGRATED ANNUAL REPORT 2011
143
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Business combinations and significant acquisitions
In August 2010 the group consolidated its
internet interests in Russia, acquiring a 28,7% in
Digital Sky Technologies (DST), a prominent
internet company in Russian-speaking markets.
In consideration, the group contributed its 39,3%
investment in Mail.ru and US$388m in cash.
In August 2010 the group acquired a 67,8%
fully diluted interest in OLX Inc., an online
classifieds business. The fair value of the total
purchase consideration was R1 044m
(US$144m) cash. The purchase price allocation
(PPA): PP&E R3m; intangible assets R260m;
cash R237m; other current assets R59m; trade
and other payables R35m; deferred tax liability
R103m and the balance to goodwill. The main
factor contributing to the goodwill recognised is
the company’s presence in the classifieds sector
in the emerging markets. The recognised
goodwill is not expected to be deductible for
income tax purposes. A non-controlling interest
of R51m was recognised at the acquisition date.
This was measured using the proportionate
share of the identifiable net assets.
In December 2010 the group increased it’s
total economic interest to 71,5% on a fully
diluted basis. This was accounted for as a
transaction with non-controlling interests.
The revenue and results from OLX since the
acquisition date were not significant to the
group’s consolidated results.
In September 2010 the group acquired a
73,9% fully diluted interest in Multiply Inc. which
combines social networking with an online
marketplace. The fair value of the total purchase
consideration was R311m (US$44m) in cash.
The group increased its holding in Multiply to
74,5% during November.
The preliminary PPA: PP&E R7m; intangible
assets R80m; cash R3m; trade and other
receivables R2m; trade and other payables R1m;
deferred tax liability R24m and the balance to
goodwill. The main factor contributing to the
goodwill recognised is the company’s significant
user base in emerging markets. The recognised
goodwill is not expected to be deductible for
income tax purposes.
A non-controlling interest of R17m was
recognised at the acquisition date, and was
measured using the proportionate share of the
identifiable net assets. The revenue and results
from Multiply since the acquisition date were not
significant to the group’s consolidated results.
In December 2010 the group acquired 100%
of Level Up! International Holdings for a cash
purchase consideration of R365m (US$51m).
A PPA has not yet been performed and the
difference between the net asset value and
purchase consideration of R279m was allocated
to goodwill.
In February 2011 the group acquired 77,7%
of DineroMail, Latam’s leading internet payment
solution, for a cash purchase consideration of
R206m (US$28m). A PPA has not yet been
performed and the difference between the net
asset value and purchase consideration of
R181m was allocated to goodwill.
Total acquisition-related costs of R109m were
recorded in “Gains on acquisitions and
disposals” in the income statement. Had the
revenues and net results of all business
combinations that occurred in the period been
included from 1 April 2010 it would not have had
a significant effect on the group’s consolidated
revenue and net results.
144
NASPERS INTEGRATED ANNUAL REPORT 2011
Shareholder and
corporate information
Applying appropriate
corporate governance
and policies
D
N
A
R
E
D
L
O
H
E
R
A
H
S
I
N
O
T
A
M
R
O
F
N
I
E
T
A
R
O
P
R
O
C
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Administration and corporate information
GROUP SECRETARY
G Kisbey-Green
251 Oak Avenue
Randburg 2194
South Africa
REGISTERED OFFICE
40 Heerengracht
Cape Town 8001
South Africa
PO Box 2271
Cape Town 8000
South Africa
Tel: +27 (0)21 406 2121
Fax: +27 (0)21 406 3753
REGISTRATION NUMBER
1925/001431/06
Incorporated in South Africa
AUDITOR
PricewaterhouseCoopers Inc.
TRANSFER SECRETARIES
Link Market Services South Africa
(Proprietary) Limited
(Registration number: 2000/007239/07)
PO Box 4844, Johannesburg 2000
South Africa
Tel: +27 (0)11 630 0800
Fax: +27 (0)11 834 4398
ADR PROGRAMME
The Bank of New York Mellon maintains
a Global BuyDIRECT™ plan for Naspers Limited.
For additional information, please visit
The Bank of New York Mellon’s website at
www.globalbuydirect.com
or call Shareholder Relations at
1-888-BNY-ADRS
or 1-800-345-1612 or write to:
The Bank of New York Mellon
Shareholder Relations Department –
Global BuyDIRECT™
Church Street Station
PO Box 11258, New York, NY 10286-1258, USA
SPONSOR
Investec Bank Limited
(Registration number: 1969/004763/06)
PO Box 785700, Sandton 2146
South Africa
Tel: +27 (0)11 286 7326
Fax: +27 (0)11 286 9986
ATTORNEYS
Werksmans incorporating Jan S de Villiers
PO Box 1474, Cape Town 8000
South Africa
INVESTOR RELATIONS
M Horn
meloy.horn@naspers.com
Tel: +27 (0)11 289 3320
Fax: +27 (0)11 289 3026
www.naspers.com
146
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Analysis of shareholders and shareholders’ diary
ANALYSIS OF SHAREHOLDERS
Size of holdings
1 – 100 shares
101 – 1 000 shares
1 001 – 5 000 shares
5 001 – 10 000 shares
More than 10 000 shares
Number of
Number of
shareholders
shares owned
19 460
19 035
3 630
547
1 156
732 907
6 882 891
7 795 757
4 006 261
387 164 095
The following shareholders hold 5% and more of the issued share capital of the company:
Name
Public Investment Corporation
Dodge & Cox Incorporated
Capital World Investors
Coronation Fund Managers (Proprietary) Limited
Number of
shares owned
41 404 675
29 795 695
27 761 600
21 126 278
Public shareholder spread
To the best knowledge of the directors, the spread of public shareholders in terms of section 4.25
of the JSE Limited’s Listings Requirements at 31 March 2011 was 92,19%, represented by
43 809 shareholders holding 374 810 522 ordinary shares in the company. The non-public
shareholders of the company comprising 19 shareholders representing 31 771 389 ordinary
shares are analysed as follows:
Category
Naspers Share Trust
Directors
Group companies
SHAREHOLDERS’ DIARY
Annual general meeting
Reports
Interim for half-year to September
Announcement of annual results
Annual financial statements
Dividend
Declaration
Payment
Financial year-end
Number of
% of issued
shares
share capital
17 377 456
9 684 662
4 709 271
4,3
2,4
1,2
August
November
June
July
August
September
March
NASPERS INTEGRATED ANNUAL REPORT 2011
147
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting
Notice is hereby given in terms of the
Companies Act No 71 of 2008, as amended
(“the Act”) that the ninety-seventh annual
general meeting of Naspers Limited
(”the company” or “Naspers”) will be held
on the 18th floor of Naspers Centre,
40 Heerengracht in Cape Town, South Africa,
on Friday, 26 August 2011 at 11:15.
RECORD DATE, ATTENDANCE AND VOTING
The record date for the meeting (determined
in accordance with section 59(3)(a) of the
Act) is 28 July 2011, being the date on which
a person must be registered as a shareholder
of the company for purposes of being entitled
to receive notice of the annual general
meeting.
Votes at the annual general meeting will be
taken by way of a poll and not on a show of
hands.
A shareholder entitled to attend and vote
at the meeting is entitled to appoint a proxy
to attend, participate in and vote at the
meeting in the place of the shareholder.
A proxy need not be a shareholder of the
company.
Before any person may attend or
participate in a shareholders’ meeting that
person must present reasonably satisfactory
identification and the person presiding at the
meeting must be reasonably satisfied that the
right of that person to participate and vote,
either as a shareholder, or as a proxy for a
shareholder, has been reasonably verified.
Forms of identification include valid identity
documents, driver’s licences and passports.
A form of proxy, which includes the
relevant instructions for its completion, is
attached for the use of holders of certificated
shares and “own name” dematerialised
shareholders who wish to be represented at
the annual general meeting. Completion of a
form of proxy will not preclude such a
shareholder from attending and voting (in
preference to that shareholder’s proxy) at the
annual general meeting.
Holders of dematerialised shares, other
than “own name” dematerialised
shareholders, who wish to vote at the annual
general meeting must instruct their central
securities depositary participant (CSDP) or
broker accordingly in the manner and cut-off
time stipulated by their CSDP or broker.
Holders of dematerialised shares, other
than “own name” dematerialised
shareholders, who wish to attend the annual
general meeting in person need to arrange
the necessary authorisation as soon as
possible through their CSDP or broker.
The form appointing a proxy and the
authority (if any) under which it is signed
must reach the transfer secretaries of the
company (Link Market Services South Africa
(Proprietary) Limited, 13th floor – Rennie
House, 19 Ameshoff Street, Braamfontein
2001 or PO Box 4844, Johannesburg 2000)
by no later than 11:15 on Thursday,
25 August 2011. A form of proxy is enclosed
with this notice. The form of proxy may also
be obtained from the registered office of the
company.
PURPOSE OF MEETING
The purpose of the meeting is (i) to present the
directors’ report and the audited annual
financial statements of the company for the
immediately preceding financial year and an
audit committee report and (ii) to consider and,
if approved, to adopt with or without
amendment, the resolutions set out below and
148
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
(iii) to consider any matters raised by the
shareholders of the company, with or without
advance notice to the company.
number of votes which may be exercised by
the shareholders present or represented by
proxy at this meeting.
ELECTRONIC PARTICIPATION
Shareholders entitled to attend and vote at the
meeting or proxies of such shareholders shall be
entitled to participate in the meeting (but not vote)
by electronic communication. Should a
shareholder wish to participate in the meeting by
electronic communication, the shareholder
concerned should advise the company thereof
by no later than 09:00 on Friday, 19 August 2011
by submitting via registered mail addressed
to the company (for the attention of
Mrs Gillian Kisbey-Green) relevant contact
details as well as full details of the
shareholder’s title to securities issued by the
company and proof of identity, in the form of
certified copies of identity documents and
share certificates (in the case of materialised
shares) and (in the case of dematerialised
shares) written confirmation from the
shareholder’s CSDP confirming the
shareholder’s title to the dematerialised shares.
Upon receipt of the required information, the
shareholder concerned will be provided with a
secure code and instructions to access the
electronic communication during the annual
general meeting. Shareholders must note that
access to the electronic communication will be
at the expense of the shareholders who wish
to utilise the facility.
ORDINARY RESOLUTIONS
In order for the ordinary resolutions below to
be adopted, the support of a majority of votes
exercised by shareholders present or
represented by proxy at this meeting is
required. Ordinary resolutions numbers 8 and 9
require the support of at least 75% of the total
1.
The financial statements of the company and
the group for the twelve (12) months ended
31 March 2011 and the reports of the
directors, the auditor and the audit
committee to be considered and accepted.
(The summarised form of the financial
statements is included on pages 130
to 144 of the annual integrated report).
A copy of the complete annual financial
statements of the company for the
preceding financial year is enclosed with
this notice and can also be obtained at
www.naspers.com.
The confirmation and approval of payment
of dividends in relation to the N ordinary
and A ordinary shares of the company as
recommended by the board after having
applied the solvency and liquidity tests
contemplated in the Act.
To reappoint, on the recommendation of the
company’s audit committee, the firm
PricewaterhouseCoopers Inc. as independent
registered auditor of the company (noting that
Mr A Wentzel is the individual registered
auditor of that firm who will undertake the
audit) for the period until the next annual
general meeting of the company.
To elect Adv F-A du Plessis, Prof
G J Gerwel and Messrs T M F Phaswana,
B J van der Ross and J J M van Zyl, who
retire by rotation and, being eligible, offer
themselves for re-election as directors of
the company. Their abridged curricula vitae
appear on pages 111 to 113 of the
integrated annual report.
2.
3.
4.
NASPERS INTEGRATED ANNUAL REPORT 2011
149
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
The board unanimously recommends that
The appointment of the members of the audit
the re-election of directors in terms of
resolution 4 be approved by the shareholders
of the company. The re-election is to be
conducted as a series of votes, each of which
is on the candidacy of a single individual to fill a
single vacancy, and in each vote to fill a
vacancy, each voting right entitled to be
exercised may be exercised once.
5.
To appoint the audit committee members
as required in terms of the Act and as
recommended by the King Code of
Governance for South Africa 2009
(“King III”) (chapter 3).
The board and the nomination committee
are satisfied that the company’s audit
committee members are suitably skilled and
experienced independent non-executive
directors. Collectively they have sufficient
qualifications and experience to fulfil their
duties, as contemplated in regulation 42 of the
Companies Regulations 2011. They have a
comprehensive understanding of financial
reporting, internal financial controls, risk
management and governance processes within
the company, as well as International Financial
Reporting Standards, South African
Statements of Generally Accepted Accounting
Practice and other regulations and guidelines
applicable to the company. They keep
up-to-date with developments affecting their
required skills-set.
The board and the nomination committee
therefore unanimously recommend Messrs J J
M van Zyl and B J van der Ross, Prof R C C
Jafta and Adv F-A du Plessis for election to the
audit committee. Their abridged curricula vitae
appear on pages 110 to 113 of the integrated
annual report.
committee will be conducted by way of a
separate vote in respect of each individual.
6.
7.
8.
To endorse the company’s remuneration
policy, as set out in the remuneration report
on pages 116 and 117 of the integrated
annual report, by way of a non-binding
advisory vote.
To place the authorised but unissued share
capital of the company under the control of
the directors and to grant, until the
conclusion of the next annual general
meeting of the company, an unconditional
authority to the directors to allot and issue
at their discretion (but subject to the
provisions of the Act, and the requirements
of the JSE Limited (“the JSE”) and any
other exchange on which the shares of the
company may be quoted or listed from time
to time) the unissued shares of the
company on such terms and conditions
and to such persons, whether they be
shareholders or not, as the directors at their
discretion deem fit.
Subject to a minimum of 75% of the votes
of shareholders of the company present in
person or by proxy at the annual general
meeting and entitled to vote, voting in
favour thereof, the directors be authorised
and are hereby authorised to issue
unissued shares of a class of shares
already in issue in the capital of the
company for cash as and when the
opportunity arises, subject to the
requirements of the JSE, including the
following:
150
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
(cid:96) this authority shall not endure beyond
the earlier of the next annual general
meeting of the company or beyond
fifteen (15) months from the date of the
meeting
(cid:96) that a paid press announcement giving
full details, including the impact on the
net asset value and earnings per share,
will be published at the time of any issue
representing, on a cumulative basis
within one year, 5% or more of the
number of shares of that class in issue
prior to the issue
(cid:96) the aggregate issue of any particular
class of shares in any financial year will
not exceed 5% of the issued number of
that class of shares (including securities
which are compulsorily convertible into
shares of that class)
(cid:96) that in determining the price at which an
issue of shares will be made in terms of
this authority, the discount at which the
shares may be issued may not exceed
10% of the weighted average traded
price of the shares in question, as
determined over the thirty (30) business
days prior to the date that the price of
the issue is determined, and
(cid:96) that the shares will only be issued to
“public shareholders” as defined in the
Listings Requirements of the JSE, and
not to related parties.
9.
To approve the following amendments to
the trust deed of the Naspers share
incentive scheme, Masters reference
IT4713/97 (“the scheme”):
Changing the heading of clause 2 of the
trust deed to DEFINITIONS AND
INTERPRETATION and adding the following to
clause 2:
“closed period” any period during which
dealing in shares by a participant is
prohibited, whether by virtue of the
requirements of the JSE or any other
exchange on which the shares may from
time to time be listed, the internal rules of
Naspers or applicable legislation;
“dealing” dealing in the shares which shall
include buying and selling the shares, or
accepting or exercising an offer to acquire the
shares or to dispose of the shares, or paying
the purchase price or receiving the selling
price in respect of the shares, or taking any
other action in relation to the shares;
2.4 Whenever the last day of any period
stipulated in this trust deed falls within a
closed period, the stipulated period shall be
extended to a date ninety (90) days after
the expiry of the closed period or a date
ninety (90) days after the expiry of any
subsequent closed period(s), should
another/further closed period(s) occur
during the ninety (90) day extension period.
The trust deed of the scheme in its amended
form will be available for inspection by
shareholders during normal business hours
at Naspers’s registered address,
40 Heerengracht, Cape Town, 8000 (contact
person Lurica Klink) and in Johannesburg at
251 Oak Avenue, Randburg, 2194 (contact
person Gillian Kisbey-Green) for a period of
14 days prior to the date of this annual general
meeting.
The amendment of the terms of the scheme
must be approved by ordinary resolution
requiring a 75% majority of the votes exercised
NASPERS INTEGRATED ANNUAL REPORT 2011
151
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
in favour of such resolution by all shareholders present or represented by proxy at the annual general
meeting. Votes attaching to equity securities owned or controlled by persons who are existing
participants in the scheme and which have been acquired in terms of the scheme and may be
impacted by the changes will be excluded from the vote.
SPECIAL RESOLUTIONS
The special resolutions set out below, require the support of at least 75% of votes exercised by
shareholders present or represented by proxy at this meeting in order to be adopted.
SPECIAL RESOLUTIONS NUMBERS 1.1 – 1.14
The approval of the remuneration of the non-executive directors for the years ending
31 March 2011 (that have not yet been approved and paid), 31 March 2012 and 31 March 2013,
as follows:
Board
1.1 Chair***
1.2 Member
Commitees
1.3 ● Audit committee: Chair
1.4
1.5 ● Risk committee: Chair
1.6
1.7 ● Human resources and
Member
Member
remuneration committee: Chair
1.8
1.9 ● Nomination committee: Chair
1.10
Member
Member
Other
1.11 Naspers representatives on Media24
safety, health and environmental
committee: Member
1.12 Trustee of group share schemes/other
personnel funds
1.13 Media24 pension fund: Chair
1.14
Trustee
31 March
2011
31 March
2012
31 March
2013**
R2 011 400*
R378 800*
R2 390 000
R430 000
R2 390 000
R430 000
R270 000*
R135 000*
R120 000*
R60 000*
R140 000*
R70 000*
R50 000*
R25 000*
R280 000
R140 000
R140 000
R70 000
R160 000
R80 000
R60 000
R30 000
R280 000
R140 000
R140 000
R70 000
R160 000
R80 000
R60 000
R30 000
R45 000
R48 000
R48 000
R32 000
R80 400
R53 600
R34 000
R85 500
R57 000
R34 000
R85 500
R57 000
* These fees were approved by shareholders on 27 August 2010 and paid before the effective date of the Act and are reflected for
comparative purposes only.
** The proposed 31 March 2013 remuneration is subject to such annual increase as may be retrospectively approved by the
shareholders at the 2013 Naspers annual general meeting.
*** The chair of the board does not receive additional remuneration if he/she is a member of or chairs any subcommittee of the board.
152
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
The reason and effect of special resolutions
numbers 1.1 – 1.14 is to grant the company
the authority to pay remuneration to its
directors for their services as directors.
Each of the special resolutions 1.1 – 1.14 in
respect of each of the proposed 31 March
2011, 31 March 2012 and the proposed
31 March 2013 remuneration will be
considered by way of a separate vote.
SPECIAL RESOLUTION NUMBER 2
That the board may authorise the company to
generally provide any direct or indirect financial
assistance in the manner contemplated in and
subject to the provisions of sections 44 and 45
of the Act to a related or inter-related company
or corporation, or to a member of a related or
inter-related corporation, pursuant to the
authority hereby conferred upon the board for
these purposes.
The reason for and effect of special
resolution number two is to approve generally
the provision of financial assistance to the
potential recipients as set out in the resolution.
SPECIAL RESOLUTION NUMBER 3
That the company or any of its subsidiaries be
and are hereby authorised to acquire
N ordinary shares issued by the company from
any person whatsoever (including any director
or prescribed officer of the company or any
person related to any director or prescribed
officer of the company), in terms of and subject
to the Act and in terms of the rules and
requirements of the JSE being that:
(cid:96) any such acquisition of N ordinary shares
shall be effected through the order book
operated by the JSE trading system and
done without any prior understanding or
arrangement
(cid:96) this general authority shall be valid until the
company’s next annual general meeting,
provided that it shall not extend beyond
fifteen (15) months from the date of passing
of this special resolution
(cid:96) an announcement will be published as soon
as the company or any of its subsidiaries
have acquired N ordinary shares
constituting, on a cumulative basis, 3% of
the number of N ordinary shares in issue
prior to the acquisition pursuant to which
the aforesaid 3% threshold is reached, and
for each 3% in aggregate acquired
thereafter, containing full details of such
acquisitions
(cid:96) acquisitions of N ordinary shares in
aggregate in any one financial year may not
exceed 20% of the company’s N ordinary
issued share capital as at the date of
passing of this special resolution
(cid:96) in determining the price at which N ordinary
shares issued by the company are acquired
by it or any of its subsidiaries in terms of this
general authority, the maximum premium at
which such N ordinary shares may be
acquired will not exceed 10% of the
weighted average of the market value at
which such N ordinary shares are traded on
the JSE as determined over the five (5)
business days immediately preceding the
date of repurchase of such N ordinary
shares by the company or any of its
subsidiaries
(cid:96) the company has been given authority by its
articles of association
(cid:96) at any point, the company may only appoint
one agent to effect any repurchase on the
company’s behalf
NASPERS INTEGRATED ANNUAL REPORT 2011
153
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
(cid:96) the company’s sponsor must confirm the
adequacy of the company’s working capital for
purposes of undertaking the repurchase of
N ordinary shares in writing to the JSE before
entering the market for the repurchase
(cid:96) the company remaining in compliance with
the minimum shareholder spread
requirements of the JSE Listings
Requirements, and
(cid:96) the company and/or its subsidiaries not
repurchasing any N ordinary shares during a
prohibited period as defined by the JSE
Listings Requirements, unless a repurchase
programme is in place where dates and
quantities of shares to be traded during the
prohibited period are fixed and full details of
the programme have been disclosed in an
announcement over the Securities Exchange
News Service (SENS) prior to the
commencement of the prohibited period.
Before the general repurchase is effected,
the directors, having considered the effects of
the repurchase of the maximum number of
N ordinary shares in terms of the foregoing
general authority, will ensure that for a period of
twelve (12) months after the date of the notice
of the annual general meeting:
(cid:96) the company and the group will be able, in
the ordinary course of business, to pay their
debts
(cid:96) the assets of the company and the group,
fairly valued in accordance with International
Financial Reporting Standards, will exceed
the liabilities of the company and the group,
and
(cid:96) the company and the group’s ordinary share
capital, reserves and working capital will be
adequate for ordinary business purposes.
The following additional information, some of
which appears elsewhere in the integrated annual
report of which this notice forms part and in the
annual financial statements enclosed with this
notice, is provided in terms of the JSE Listings
Requirements for purposes of the general
authority:
(cid:96) directors – pages 110 to 113 of the
integrated annual report
(cid:96) major shareholders – page 147 of the
integrated annual report
(cid:96) directors’ interests in ordinary shares – page
125 of the integrated annual report
(cid:96) share capital of the company, and litigation
– pages 66 to 68 and pages 79 to 80,
respectively, of the annual financial statements.
Directors’ responsibility statement
The directors, whose names appear in the list
of directors set out on pages 110 to 113 of the
integrated annual report collectively and
individually accept full responsibility for the
accuracy of the information pertaining to this
special resolution number three and certify
that, to the best of their knowledge and belief,
there are no facts that have been omitted
which would make any statement false or
misleading, and that all reasonable enquiries to
ascertain such facts have been made and that
special resolution number three contains all
relevant information.
Material changes
Other than the facts and developments
reported on in the integrated annual report and
enclosed annual financial statements, there
have been no material changes in the affairs or
financial position of the company and its
subsidiaries since the date of signature of the
audit report and up to the date of this notice.
154
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
The directors have no specific intention, at
present, for the company to repurchase any of
its N ordinary shares, but consider that such a
general authority should be put in place should
an opportunity present itself to do so during
the year which is in the best interests of the
company and its shareholders.
The reason for and effect of special
resolution number three is to grant the
company the authority in terms of the Act
and the JSE Listings Requirements for the
acquisition by the company, or a subsidiary of
the company, of the company’s N ordinary
shares.
SPECIAL RESOLUTION NUMBER 4
That the company or any of its subsidiaries be
and are hereby authorised to acquire
A ordinary shares issued by the company from
any person whatsoever (including any director
or prescribed officer of the company or any
person related to any director or prescribed
officer of the company), in terms of and subject
to the Act.
The reason for and effect of special resolution
number four is to grant the company the
authority in terms of the Act for the acquisition by
the company, or a subsidiary of the company, of
the company’s A ordinary shares.
SPECIAL RESOLUTION NUMBER 5
The resolution set out below was passed (in
part) as an ordinary resolution with the requisite
majority vote at the annual general meeting of
the company on 27 August 2010. In terms of
the transitional arrangements under the Act,
certain matters which had previously been
approved by the company’s shareholders prior
to the effective date of the Act are subject to
the Act, which contains additional requirements
that must be complied with in respect of the
matters contemplated in this resolution.
Shareholders are accordingly requested to
consider and vote on this resolution as a
special resolution.
Details of the Naspers group share-based
incentive schemes currently in existence can
be found in the annual financial statements of
the company enclosed with this notice, which
are also available on www.naspers.com.
(The Naspers share incentive scheme
conducted in terms of the trust deed of the
Naspers share incentive trust, Masters
reference IT 4713-97, the other existing group
share-based incentive schemes and such
group share-based schemes that are
established in future are hereafter collectively
referred to as ‘Naspers group share-based
incentive schemes ’.)
Resolved, subject to the Act and Schedule
14 of the Listings Requirements of the JSE,
that the board of directors of Naspers shall be
authorised for purposes of sections 41, 42, 44
and 45 of the Act:
5.1 to allot and issue, to grant and issue
options for the allotment or subscription
and to grant any other rights exercisable in
respect of up to
40 588 541 Naspers N ordinary shares
(which comprised 10% of Naspers’s issued
N ordinary share capital as at March 2010)
(“the shares”) to the Naspers group
share-based incentive schemes and
participants thereunder (which may include
directors, future directors, prescribed
officers and future prescribed officers of the
company or of a related or inter-related
company) (“the participants)
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GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notice of annual general meeting (continued)
5.2 to make application to the JSE for the
listing of the shares
5.3 to authorise the company to grant financial
assistance by way of a loan, guarantee, the
provision of security or otherwise to the
Naspers group share-based incentive
schemes and participants thereunder for
the purpose of, or in connection with, the
subscription of any option, or any
securities, issued or to be issued by the
company or a related or inter-related
company, or for the purchase of any
securities of the company or a related or
inter-related company,
pursuant to the administration and
implementation of the Naspers group
share-based incentive schemes, in each
instance on the terms applicable to the
Naspers group share-based incentive scheme
in question.
The reason and effect of special resolution
number 5 is to grant the Naspers board the
necessary authority to allot and issue up to
40 588 541 Naspers N ordinary shares and to
grant options, rights exercisable and financial
assistance in respect thereof to the Naspers
group share-based incentive schemes and
participants thereunder, to allow for the proper
administration and implementation of the
Naspers group share-based incentive
schemes.
ORDINARY RESOLUTION
10. Each of the directors of the company is
hereby authorised to do all things, perform
all acts and sign all documentation
necessary to effect the implementation of
the ordinary and special resolutions
adopted at this annual general meeting.
OTHER BUSINESS
To transact such other business as may be
transacted at an annual general meeting.
By order of the board
G Kisbey-Green
Company secretary
28 July 2011
Cape Town
Note
The proxy form can be found on pages 161 to 164 of this integrated annual report.
156
NASPERS INTEGRATED ANNUAL REPORT 2011
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
GRI G3 indicators
INDICATORS
GRI
Topic
Strategy and analysis
1.1
Statement from CEO
Organisational profile
2.1 – 9
Name, primary brands, operational structure, location,
number of countries, legal form, markets served, scale,
significant changes
2.10
Awards
Report parameters
3.1 – 8
Reporting period
3.9
Data measurement techniques and assumptions
3.10 – 1
Explanation of restatements
3.12
3.13
GRI index
Policy and practice on external assurance
Governance, commitments and engagement
4.1 – 4
Governance structure
4.5
4.6
4.7
4.8
4.9
Link between compensation and performance
Process for avoiding conflict of interest
Expertise of board
Policies on economic, environmental and social
performance
Procedures for board oversight of economic,
environmental and social performance
4.10
Board performance
4.14 – 15
Stakeholder groups
4.16
Approach to stakeholder engagement
Economic
Economic performance
Page
20
5 – 13; 146 – 147
91 – 92
2 – 3
86; 133
133
2 – 3
2; 132
flap; 94 – 128
116
100
110 – 113
95
100 – 106
102
66 – 73; 147
40
EC1
Economic value generated and distributed (revenues, operating
costs, employee compensation, donations and other community
investments, retained earnings and payments to capital providers
and governments).(Core)
EC3
Coverage of defined benefit plan obligations. (Core)
4 – 5; 37; 74 – 83;
130 – 144
Refer to Naspers’s annual
financial statements,
page 70 on
www.naspers.com
EC4
Significant financial assistance received from government. (Core)
None
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
GRI G3 indicators (continued)
GRI
Topic
Market presence
EC6
Policy, practices and proportion of spending on locally-based
suppliers at significant operations. (Core)
Page
Most of our procurement
is from local sources
except for some
international programming
and sporting rights,
satellite leases and
printing equipment
Indirect economic impacts
EC8
Development and impact of infrastructure investments and
services provided primarily for public benefit through
commercial, in-kind or pro bono engagement. (Core)
Educational development,
Let’s Play initiative
Environmental
Materials
Management approach
EN2
Energy
Percentage of materials used that are recycled input materials.
(Core)
Management approach
EN4
EN5
EN6
EN7
Indirect energy consumption by primary source. (Core)
Energy saved due to conservation and efficiency improvements.
(Additional)
Initiatives to provide energy-efficient or renewable energy-based
products and services, and reductions in energy requirements
as a result of these initiatives. (Additional)
Initiatives to reduce indirect energy consumption and reductions
achieved. (Additional)
Biodiversity
EN11
Location and size of land owned, leased, managed in or
adjacent to protected areas and areas of high biodiversity value
outside protected areas. (Core)
EN12
Description of significant impacts of activities, products, and
services on biodiversity in protected areas and areas of high
biodiversity value outside protected areas. (Core)
Emissions, effluents and waste
EN16
EN17
EN18
Total direct and indirect greenhouse gas emissions by weight.
(Core)
Other relevant indirect greenhouse gas emissions by weight.
(Core)
Initiatives to reduce greenhouse gas emissions and reductions
achieved. (Additional)
158
NASPERS INTEGRATED ANNUAL REPORT 2011
89
87
87
88 – 89
88
None
None
87
87
88
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
GRI G3 indicators (continued)
GRI
Topic
Emissions, effluents and waste (continued)
EN23
EN24
EN25
Total number and volume of significant spills. (Core)
Weight of transported, imported, exported or treated waste
deemed hazardous under terms of Basel I, II, III, and VIII and
percentage of transported waste shipped internationally.
(Additional)
Identity, size, protected status and biodiversity value of water
bodies and related habitats significantly affected by discharges
of water and runoff. (Additional)
Products and services
EN26
Initiatives to mitigate environmental impacts of products and
services, and extent of impact mitigation.
Compliance
EN28
Transport
EN29
Monetary value of significant fines and total number of
non-monetary sanctions for non-compliance with environmental
laws and regulations. (Core)
Significant environmental impacts of transporting products and
other goods and materials used for operations and transporting
members of the workforce. (Additional)
Social performance: Labour practices and decent work
Employment
LA1
LA3
Total workforce by employment type, contract and region. (Core)
Benefits for full-time employees not provided to temporary/
part-time employees, by major operations.
Occupational health and safety
LA7
LA8
Rates of injury, occupational diseases, lost days and
absenteeism, and number of work-related fatalities by region.
(Core)
Education, training, counselling, prevention and risk-control
programmes to assist workforce members, their families or
community members with serious diseases. (Core)
Child labour
HR6
Operations identified as having significant risk for incidents of
child labour, and measures taken to contribute to elimination of
child labour. (Core)
Forced and compulsory labour
HR7
Operations identified as having significant risk for incidents of
forced or compulsory labour, and measures to contribute to the
elimination of forced or compulsory labour. (Core)
Page
None
None
None
89
None
None
69
70
84
83 – 85
70
None
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
GRI G3 indicators (continued)
GRI
Topic
Indigenous rights
HR9
Total number of incidents of violations involving rights of
indigenous people and actions taken. (Additional)
Social performance: Society
Page
None
Corruption
SO2
Percentage and number of business units analysed for risks
related to corruption. (Core)
2; 80% of revenue
SO4
Actions taken in response to incidents of corruption. (Core)
No significant incidents
Compliance
SO8
Monetary value of significant fines and total number of
non-monetary sanctions for non-compliance with laws and
regulations. (Core)
91
Social performance: Product responsibility
Customer health and safety
PR1
PR2
Lifecycle stages where health and safety impacts are assessed
for improvement, and percentage of significant products and
services categories subject to such procedures. (Core)
No significant impact
through products
Total number of incidents of non-compliance with regulations
and voluntary codes on health and safety impacts of products
and services during their lifecycle, by type of outcomes.
(Additional)
None
Products and service labelling
Type of product and service information required by procedures,
and percentage of significant products and services subject to
such information requirements. (Core)
Some requirements on
programming on DStv
channels
PR3
PR4
Total number of incidents of non-compliance with regulations
and voluntary codes concerning product and service information
and labelling, by type of outcomes. (Additional)
Marketing communications
Customer privacy
PR8
Total number of substantiated complaints regarding breaches of
customer privacy and losses of customer data. (Additional)
Compliance
PR9
Monetary value of significant fines for non-compliance with laws
and regulations on the provision and use of products and
services. (Core).
160
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91
91
THE NASPERS
GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Form of proxy
Incorporated in the Republic of South Africa
JSE code: NPN ISIN: ZAE000015889
LSE code: NPSN
Registration number: 1925/001431/06
NINETY-SEVENTH ANNUAL GENERAL MEETING OF SHAREHOLDERS
For use by holders of certificated shares or “own name” dematerialised shareholders at the ninety-seventh
annual general meeting of shareholders of the company to be held on the 18th floor of the Naspers Centre,
40 Heerengracht in Cape Town, South Africa on Friday, 26 August 2011 at 11:15.
I/We ____________________________________________________________________________ (please print)
of _________________________________________________________________________________________
being a holder of ___________________________________________________________ certificated shares of
“own name” dematerialised shares of Naspers and entitled to _____________________votes hereby appoint,
(see note 1)
1. ___________________________________________________________________________or, failing him/her,
2. ___________________________________________________________________________or, failing him/her,
3. the chairman of the annual general meeting as my/our proxy to act for me/us at the annual general
meeting, which will be held in the boardroom on the 18th floor, Naspers Centre, 40 Heerengracht in
Cape Town on Friday, 26 August 2011 at 11:15 for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or
postponement thereof, and to vote for or against the resolutions and/or abstain from voting in respect of
the shares in the issued share capital of the company registered in my/our name/names (see note 2) as
follows:
In favour of
Against
Abstain
Ordinary resolutions
1.
Approval of annual financial statements
2. Confirmation and approval of payment of dividends
3.
Reappointment of PricewaterhouseCoopers Inc. as
auditor
4.
To elect the following directors:
4.1 Adv F-A du Plessis
4.2 Prof G J Gerwel
4.3 Mr T M F Phaswana
4.4 Mr B J van der Ross
4.5 Mr J J M van Zyl
5.
Appointment of the following audit committee
members:
5.1 Adv F-A du Plessis
5.2 Prof R C C Jafta
5.3 Mr B J van der Ross
5.4 Mr J J M van Zyl
6.
To endorse the company’s remuneration policy
NASPERS INTEGRATED ANNUAL REPORT 2011
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GROUP
PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
In favour of
Against
Abstain
Form of proxy (continued)
7.
8.
9.
Approval of general authority placing unissued shares
under the control of the directors
Approval of issue of shares for cash
Approval of amendments to the trust deed of the
Naspers Share Incentive Scheme
10.
Authorisation to implement all resolutions adopted at
annual general meeting
Special resolution number one
Approval of the remuneration of the non-executive
directors:
Proposed 31 March 2011
1.11 Naspers representatives on Media24 safety, health
and environmental committee
1.12 Trustees of group share schemes/other personnel
funds
1.13 Chair of Media24 pension fund
1.14 Trustees of Media24 pension fund
Proposed 31 March 2012
1.1 Board – chair
1.2 Board – member
1.3 Audit committee – chair
1.4 Audit committee – member
1.5 Risk committee – chair
1.6 Risk committee – member
1.7 Human resources committee – chair
1.8 Human resources committee – member
1.9 Nomination committee – chair
1.10 Nomination committee – member
1.11 Naspers representatives on the Media24 safety,
health and environmental committee
1.12 Trustees of group share schemes/other personnel
funds
1.13 Chair of Media24 pension fund
1.14 Trustees of Media24 pension fund
Proposed 31 March 2013
1.1 Board – chair
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THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
In favour of
Against
Abstain
Form of proxy (continued)
1.2 Board – member
1.3 Audit committee – chair
1.4 Audit committee – member
1.5 Risk committee – chair
1.6 Risk committee – member
1.7 Human resources committee – chair
1.8 Human resources committee – member
1.9 Nomination committee – chair
1.10 Nomination committee – member
1.11 Naspers representatives on the Media24 safety,
health and environmental committee
1.12 Trustees of group share schemes/other personnel
funds
1.13 Chair of Media24 pension fund
1.14 Trustees of Media24 pension fund
Special resolution number two
Approve generally the provision of financial assistance
Special resolution number three
General authority for the company or its subsidiaries to
acquire N ordinary shares in the company
Special resolution number four
General authority for the company or its subsidiaries to
acquire A ordinary shares in the company
Special resolution number five
Approval of issue of shares, options and rights to Naspers
share-based incentive schemes and participants
and generally to act as my/our proxy at the said annual general meeting (tick whichever is applicable. If no
indication is given, the proxy holder will be entitled to vote or to abstain from voting as the proxy holder
deems fit).
Signed at
Signature
on this
day of
2011.
Assisted (where applicable)
Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder(s) of the
company) to attend, speak and vote in place of that shareholder at the annual general meeting.
NASPERS INTEGRATED ANNUAL REPORT 2011
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THE NASPERS
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PERFORMANCE
REVIEW
CORPORATE
GOVERNANCE
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SHAREHOLDER
AND CORPORATE
INFORMATION
Notes to form of proxy
1. The following provisions shall apply in relation to proxies:
4.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
2.
3.
a shareholder of the company may appoint any
individual (including an individual who is not a
shareholder of the company) as a proxy to participate
in, and speak and vote at, the annual general meeting
of the company
a shareholder may appoint two or more persons
concurrently as proxies and may appoint more than
one proxy to exercise voting rights attached to different
securities held by the shareholder
a proxy instrument must be in writing, dated and
signed by the shareholder
a proxy may delegate the proxy’s authority to act on
behalf of the shareholder to another person subject to
any restrictions set out in the instrument appointing the
proxy
a copy of the instrument appointing a proxy must be
delivered to the company, or to any other person on
behalf of the company, before the proxy exercises any
rights of the shareholder at the annual general meeting
irrespective of the form of instrument used to appoint
the proxy (i) the appointment is suspended at any time
and to the extent that the shareholder chooses to act
directly and in person in the exercise of any rights as a
shareholder (ii) the appointment is revocable unless the
proxy appointment expressly states otherwise and (iii) if
the appointment is revocable, a shareholder may
revoke the proxy appointment by cancelling it in writing
or making a later inconsistent appointment of a proxy
and delivering a copy of the revocation instrument to
the proxy and the company, and
the proxy is entitled to exercise, or abstain from
exercising, any voting right of the shareholder without
direction except to the extent that the Memorandum of
Incorporation of the company, or the instrument
appointing the proxy provides otherwise.
A certificated or “own name” dematerialised
shareholder may insert the names of two alternative
proxies of the shareholder’s choice in the space
provided, with or without deleting “the chairman of the
annual general meeting”. The person whose name
appears first on the form of proxy and whose name has
not been deleted and who attends the meeting will be
entitled and authorised to act as proxy to the exclusion
of those whose names follow.
A shareholder’s instructions to the proxy must be
indicated by the insertion of the relevant number of
votes exercisable by that shareholder in the appropriate
space provided. Failure to comply herewith will be
deemed to authorise the proxy to vote at the annual
general meeting as he/she deems fit in respect of the
shareholder’s votes exercisable at that meeting, but
where the proxy is the chairman, failure to so comply
will be deemed to authorise the chairman to vote in
favour of the resolutions. A shareholder or his/her proxy
is not obliged to use all the votes exercisable by the
shareholder or by the proxy.
5.
6.
Forms of proxy must be lodged at or posted to the
transfer secretaries of the company, Link Market
Services South Africa (Proprietary) Limited, 13th floor
– Rennie House, 19 Ameshoff Street, Braamfontein,
2001 or PO Box 4844, Johannesburg, 2000 to be
received by not later than 11:15 on Thursday,
25 August 2011, or such later date if the annual
general meeting is postponed.
The completion and lodging of this form of proxy will
not preclude the certificated shareholder or “own
name” dematerialised shareholder from attending the
annual general meeting and speaking and voting in
person at the meeting to the exclusion of any proxy
appointed in terms hereof.
An instrument of proxy shall be valid for any
adjournment or postponement of the annual general
meeting as well as for the meeting to which it relates,
unless the contrary is stated therein but shall not be
used at the resumption of an adjourned annual
general meeting if it could not have been used at the
annual general meeting from which it was adjourned
for any reason other than that it was not lodged
timeously for the meeting from which the adjournment
took place.
7.
A vote cast or act done in accordance with the terms
of a form of proxy shall be deemed to be valid
despite:
(cid:96) the death, insanity, or any other legal disability of the
person appointing the proxy, or
(cid:96) the revocation of the proxy, or
(cid:96) the transfer of a share in respect of which the proxy
was given, unless notice as to any of the
abovementioned matters shall have been received
by the company at its registered office or by the
chairman of the annual general meeting at the place
of the annual general meeting if not held at the
registered office, before the commencement or
resumption (if adjourned) of the annual general
meeting at which the vote was cast or the act was
done or before the poll on which the vote was cast.
8.
The authority of a person signing the form of proxy:
8.1 under a power of attorney, or
8.2 on behalf of a company or close corporation or
trust, must be attached to the form of proxy
unless the full power of attorney has already been
received by the company or the transfer
secretaries.
9.
Where shares are held jointly, all joint holders must
sign.
10.
Dematerialised shareholders, other than by “own
name” registration, must NOT complete this form of
proxy and must provide their central securities
depository participant (CSDP) or broker of their voting
instructions in terms of the custody agreement
entered into between such shareholders and their
CSDP and/or broker.
NASPERS INTEGRATED ANNUAL REPORT 2011
164
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